United Heroes: Villain File-Mysterio
by D.N.Works
Summary: From Act 1 to the present, Mysterio has always been the joke on his stage. Tired, he enjoys a nice relaxation with his own daughter Frances. A visit from his master though, ruins it. Whisking Frances away, Mysterio must save his daughter by proving his master, and all three dimensions he's no third-rate act. Doing it no matter the cost. An approved Spin-Off from KingFrancisX.
1. Prologue

**D-Avengers: Mysterio File**

 **Prologue**

Mysterio. That was the alias name of one Beck Quentin. A master criminal that brought amazement, fear, respect, and power, to all that see him. At least, that's how it should have been.

"Come on, come on, where is she?" Currently, the villain himself was taking a well-deserving vacation after the many, _many_ beat downs that have occurred in his life. The most recent being his defeat at that amusement park in space.

Quite an interesting time there, being with old allies, gaining the power of those wisps. But, as always, one _annoying_ web-slinger was there as always. Ruining Mysterio's fun, and putting him in jail.

Luckily, a few calls got him out once again.

Still, after his release, Beck decided perhaps he should spend some time doing something else aside from villainy. For the time being at the least. Thus instead of his usual Mysterio outfit, Beck now wore a simple white dress shirt, a black vest, and gray pants with some fine dress shoes. As for what he was doing, it was waiting for one of the few good things in his life.

A ringing was heard from his door. Already the now 'normal citizen' knew who it was. "Ah, finally."

Opening the door, it then revealed a young women that was in her early twenties. Black hair put in a bob, wearing a simple black dress while holding a purse. As for who this fine lady was, it was quite simple. "Frances, it's good to see you."

"Hi dad. I see you got out already." The two hugged each other, revealing their status as father and daughter. Despite his own…..'occupation', his daughter, Frances, had no qualms about what he did. In fact she, in her own way liked what he did.

"Come on in Frances. Dinner is already set." Yes, this was a nice dinner between family. Hile Beck loved being Mysterio, he still enjoyed time with his daughter. A kind of, 'break', from all the action he does.

The two were soon in the dining table eating the food Beck had made hours ago. From there, the two would speak about their ongoing lives, the things they did, and other small trivial matters.

"So." Beck said while cutting some steak to eat. "I heard you got good grades for your final exam. You must feel quite excited about that."

"Hehe, yeah." Frances replied embarrassingly, pushing aside some hair.

"In that case, you should almost be done with the university here. You have any plans for the upcoming future?" Beck asked his daughter. As a father, it was a given he'd ask about his little girls plans. See and hope what she can accomplish.

"Oh, that. Well, I have nothing set in stone. But….I'm thinking of doing…..well…" Noticing her hesitation, Beck then asked curiously.

"Well what?"

Coughing a bit, Frances then took something out of her purse. A small little paper that had some printing on it. "Actually, dad, I was thinking of doing what you do. Special effects."

Eyes widening, Beck glanced at the paper Frances held out, taking it. On it, the paper had many descriptions of the class she was planning on taking. What they did, the career planning, and so much more. The best part being that with her grades, she would surely be allowed to enter. "Oh, I'm so proud of you!"

"R-really? I thought you might have been...upset."

"Upset. Why would I be upset?" Frances chuckled a bit nervously, but then calmed herself down.

"Oh, no reason. I'm just glad you like my career choice. It'll be fun doing what you do." Smiling, Beck couldn't be any prouder than what he felt. To see his daughter succeeding where he failed. Having a life that wasn't like his.

While he was glad his daughter didn't hate him for all his faults and criminal activities, by no means he wished for her to get involved. Being a super villain was _no joke_. It took a heart of steel to do what one must do. The responsibilities of one did, the ability to take a punch. Beck honestly couldn't imagine his daughter suffering in that way.

Yes, a nice, simple life was what was right for her. It didn't matter if he was in jail. So long that she was safe, happy, and loved him, he would support her life choices.

' _Ah, I wish days like this can go on forever.'_ The criminal thought as he ate his dinner. It was then a shock when _someone_ answered to his own thoughts.

" _Yes. It would be nice if those days could go on forever. Isn't that right, Quentin."_

"Dad….you okay? Is there something wrong?" As Frances asked her father these questions, Beck himself was instantly unsure what to do. His mind racing, planning, attempting to find a way out of this. Because there was only one person that spoke to him like that. The one being that terrified him more than Spider-Man.

"Sweety, let's go." Standing up, he then grabbed his daughter's arm and dragged her away. Ignoring her questions and sounds of protests on what was happening.

"D-dad! What's going on? Why are you acting like this? Dad!" As for Frances, she was in confusion of what was going on. However, it didn't escape her eyes that her father was….sweating. With fear in his eyes. What was going on?

"Listen, Frances. Please, I ask of you, don't argue right now, I'll explain in time." Beck said trying his best in ignoring that sinister laughter.

" _Hahahahahaha! Trying?"_ The voice said mockingly. _"Why, you're actually trying now? After all this time I gave you."_ Suddenly, the very house lurched. The ground shaking, furniture tumbling. Frances falling onto her knees worried.

"W-what's going on?" Her father didn't reply. Only grabbing her again heading right for the door.

' _Almost there, almost there, almost there.'_ Then, before he knew it, the door broke down. And from it, thousands upon thousands of insects came through the opening. All the crawling bugs going right at the duo.

"Ahhhhh!'

"Frances!" Before Beck even realized, his daughter was swept away in a pile of grotesque legs. Horrified, Beck relentlessly tried getting her back. Finding the difficulty when rats started appearing and crawling all over him. Immobilizing any movement he could make.

"N-no no! Sh-she isn't part of the deal! Stop this!" Beck yelled out horrified.

" _Stop this? My, my, someone is demanding. However, speaking up to me, while interesting, is also quite rude. Perhaps a little punishment is in order."_

"H-" Before Beck could even finish his sentence-let aside word-he was instantly knocked out.

* * *

"..." Eyes slowly opened, taking in the scene around him. Groaning, the man was uncertain where he was, or who he was for the matter. But then, it all came rushing back in. Every moment of his life up until now.

How he enjoyed movies, wishing to become a writer who made the best story of all time. Worked day and night creating it. He then worked his way into the filming industries, doing his best to get noticed. Taking action by helping with the costumes, stunts, special effects. All so he could get noticed.

Then, his dream was ruined. The cowards. His very opportunity rejected, making the man realized what he had to do. For if his stories couldn't be told on the big screen, then he'd show them elsewhere. Making the very world his terrifying stage. Bringing the public a series of dramatic, harrowing live experiences they _wouldn't_ live to regret.

But to do this, he must donned an outfit that showed who he was. The name he chose, Mysterio!

The 'Master of Illusion'. The one who would show the world his power. Using all his experiences and gifts to make his illusions a reality. As for where he would start, it was simple. By defeating this rookie hero called Spider-Man.

His plans however, never worked. That vexing Spider-Man, always going off script. Ruining the scenes he worked so hard on. Even when he had the bug cornered, some ally of his would help the bug out. Ruining his plans.

This series of failures would soon lead to Mysterio's final act. Facing the daredevil where he would die a magnificent death…...But even that was taken from him. It was there he would commit suicide and die by his own hands. A gun to the head.

This sin however, and all his actions he did during the living, would soon haunt him. For the great illusionist was then sent into Hell itself. Burning in damnation, tortured. Singing that little song just to keep him sane.

Then, it came.

A being wearing a tattered brown trench coat with buckles. Blue bandages covering it's entire body, dark empty eyes. A twisted being that found Mysterio at his lowest….and offered him a way out. Leading the man out of Hell.

Soon, Mysterio was _back_ amongst the living A chance given to re-enact his revenge against the wall-crawler. Joining forces with other villains, creating new elaborate scenes. Why, he even created new machines to aid him. Even discovered Spider-Man's identity through chance alone.

But the best part about being alive wasn't just a second chance in making the wall crawler pay. Instead, he met up with his daughter, someone he hadn't been in contact with since his wife left him. The two getting back together, meeting every few months. Enjoying the time they had.

Then the world's collided. The encounter in Mobius, the Goblin War, three worlds united, the great dimensional race, and so much more. All of these recent events being recalled instantly. The last memory being with his daughter when…..Oh no!

" _Oh no indeed Quentin."_ Finally, Beck looked up, seeing his house covered in muck, rats, and bugs. Standing before him was it. His master.

"M-master. What are y-you doing here?" Beck said with increasing worry. It's been years since he saw it. Why was it here now?

" _Why am I here?"_ The entity said. Standing over Beck, the entity just stared at him with its piercing soulless eyes. Then answered his apprentice with a grave tone. _"I came to see why your still fooling around."_

The entity then grabbed Beck by his throat, lifting him up, and looked him in the eye. Speaking with dominance over the poor man.

" _All this time, wasted. I brought you out here for a reason. Yet when I finally decided to check on your progress, what do I see. Nothing."_ Images then played out in Beck's mind. His master forcing him to relive all the failures since he arrived back in the mortal plane.

" _Once I saw all this, I decided to take a quick visit. Yet what do you do? That's right, you run."_ The being then laughed horrifically. Dropping Beck down as the man just backed away slowly, scared.

" _Gotta admit, I'm really disappointed in you, man. I mean, trying to run? You're smarter than that. I've read your screenplay, remember? Real potential."_ The entity then just stared down at Beck smiling. His flashy white teeth shone sinisterly in Beck's eyes. _"You of all people know, it's already too late-you're being chased by the thing that catches us all."_

Realizing his position, Beck got down on his knees, posturing before his masters. Begging, "Oh no-Please-Not now-I didn't-I didn't mean to waste your time."

 _You_ never _mean to. You always have such grand plans after all. Ever the showman. An yet-"_

"I've been wearing him down." Beck said, referring to Spider-man. "I-I even know his secret-"

" _His_ secrets _."_ The entity said, showing a small hint of anger. _"His secrets are of_ no use _to me. I know all about Pete, his Other, and the other things he does. What I want is some groundwork established. And no one knows how to set the stage quite like you."_

"And I will-I can! All I've been doing! The joining of the Sinister Six, attacking Spider-Man and his allies. I-I even got a plan for an alien space ruse and-"

" _Silence."_ Beck shut up instantly. Fearful of what was to come. _"Honestly Quentin, i'm not sure what to do anymore.I mean, I can't wait forever, heck, you even got a chance most men spend eternities in the fire crying. Now, at first I was thinking of sending you back in the flames, but then an idea came to me."_

"A-an idea?" This wasn't good. Something in Beck's stomach just told him this idea was twisted.

" _Yes, an idea. Tell me Quentin, "_ A pile of rats then rose up, removing themselves showing a familiar face. _"How would you like the chance to not only prove your worth, but also save_ her _."_

Horror filled Beck's mind. The madvillain himself saw his own daughter, tied up. Moaning as she laid unconscious. "B-but, she isn't-"

" _Part of the deal, I know."_ The entity explained. _"However, I can't let you off the hook easily. Remember, I walked you out of Hell once Quentin-It won't be hard for me to drag you back down with me. Only this time, she'll come along with you. Hahahahahahaha!"_

"No-no-please…" Then, before Beck knew it, he was back in his home like nothing happened. Except for one part, Frances was nowhere seen. "NOOOOOO!"

Slamming his fists onto the ground, Beck cursed out profanities. Anger and fear welling up inside him. Knowing the powerlessness he felt, able to do nothing at all. All except for one thing.

"..." After a few minutes of seething his frustrations, Beck-no-Mysterio got up. A look of determination in his eyes.

Leaving the sight where he met his master, Mysterio left the room and entered another. Inside it was an array of many things he collected over the years. Newspapers of his crimes, notes on his plans, old technology, a notebook on other heroes, and many more.

But none of that was important. Instead, he focused what was in the center of the room. A costume of green with a cape and a glass dome-shaped helmet. The persona that he chose when it all began. The person he would use to save his daughter.

Putting on the costume, Mysterio was now back, standing amongst his items. He didn't think he would go back into crime so soon, but he had no choice. This was his chance, his last chance to not only show the world who he was, but get his daughter back. But first, he needed to get a few things. Certain items, equipment, and other objects on the off chance he faced the unexpected.

His master didn't say what he was suppose to do, but Mysterio already knew what it was. And he would do it no matter what the cost. This time, he couldn't lose. Mysterio was on his own for the time being. He would do what he must. Defeat anyone in his way. Even Spider-Man if he had to.

For once in his life, Mysterio would have to be the hero, to save Frances.

* * *

 **Hello, this is a newbie follower of KingFrancisX, who just got approved to do a spin-off story. This one focused not on a hero, but a villain. The timeline is also in just after the whole Eggman amusement park story. We will also see things that have yet to be seen in mainstream, including some new baddies. Either way, hope you all enjoy. That is all, have a nice New Year.**


	2. Chapter 1

**Chapter 1**

The Triskelion, home of S.H.I.E.L.D., an academy for youngster heroes, and full of hundreds of the best agents on the planet. Made for the protection of earth, supervising other heroes. Keeping an eye out for any trouble that could endanger New York and other places beyond. This building was a fortress, made for serving the peace. Even keeping some villains contained, a message for all evil-doers to not mess with them, and many obeyed.

"Now then, how to enter?" Though a few did try breaking in.

Standing far away from the building was Mysterio himself, in full costume. Who was currently attempting to find a way to enter the S.H.I.E.L.D. stronghold. For if he was to please his master, then he needed a few things from the building. Some new gear, information, and say, entry into the dimensional transporter. For while Mysterio held himself in high regard, even he couldn't hop between worlds.

' _Dang it, this is gonna be more difficult than I thought. There doesn't seem to be a way to use my illusions.'_ Mysterio had been observing the patrols and any unexpected arrivals, and currently found himself stumped. As expected, security was tight. He couldn't even use his illusions to disguise himself.

There were special cameras watching for those kind of tricks. Plus, even if he could pass, there may be some people who wouldn't fall for those illusions. No, he needed another entry. But how?

' _Aww man, looks like I got no choice. Better bring it out.'_ Mysterio slipped of his backpack, one holding many items for certain use. Special gases, dust bombs, a few chemicals, and so on. None that would help, except one.

' _The hallucination bomb.'_ Mysterio mentally said as he removed a large crystal sphere with black gas swirling inside it. _Unlike my regular gases, this bad boy can not only make people see the horrific, but even trick their senses into actually feeling them.'_

Correct, this bomb was the perfect distraction for crowd controls. With this many people nearby the Triskelion, they would all fall under its effect. It was actually a shame he was using it now, as making this type of gas wasn't easy.

The ingredients and chemicals cost more than a few pennies. But, it was a sacrifice he was willing to make in order for entering the building. Still, it was best for Mysterio to use it above way, he'll get more people.

Walking to the nearest building, Mysterio used his magnetic coils inside his boots to jump as high as he could. Making certain nobody nearby was watching. Leaping high above, he smoothly landed on the top of the building. His cape fluttering in the air as if he were an action hero.

"Alright then, let's do this." Now that he was up, he clicked a small button near his helmet, allowing him to zoom in. The Triskelion was quite far, being a few miles from New York's docks. But he was prepared. On top of the roof was a type of rocket launcher capable of shooting the sphere onto the Triskelion ground.

The plan was simple.

Step one, launch the condensed gas all the way into the Triskelion. Once the glass ball cracked, it would spread about two/thirds across the base's ground level. Everyone caught up would be experiencing their worst nightmares come to life. Everybody would be so shocked, they wouldn't notice him coming in.

Step two, entering. Once everyone was busy dealing with the insuring chaos, he would teleport nearby the edge of the base. With his helmet protecting him, he would be unaffected by the gas.

Finally, step three. Quickly finding the dimensional transporter, entering, and going to the world known as Remnant. Sounded really simple, but Mysterio knew he was missing more than a few details. Still, he couldn't waste much time. No telling how long his master would wait.

He already wasted yesterday preparing all the things needed for the trip. Also getting information that Spider-Man was busy elsewhere in the city. Last thing he needed was the wall crawler ruining his plan.

Setting the launcher up, he directed the coordinates right near the front entrance. Their radars would be unable in picking up the small sphere. Once the coordinates were set, Mysterio said but three words.

"Scene One, start."

* * *

Up near the entrance of the Triskelion, a few guards were watching in place. Making certain nobody was entering without the proper id. they took their jobs very seriously.

"Mack, seriously." Except for one.

"Come on man, what is it now?"

"Dude, where suppose to keep an eye out. Not play video games on our phones."Mack just clicked his tongue, ignoring his advice.

"Not even." He replied. "Besides, I'm not playing, I'm watching a new video posted on youtube. From Mobius actually." This got the other guards attention.

"What video? And how can you even watch videos from _another_ world." The guard asked, uncertain how that was possible. Mack just shrugging back.

"No clue. Something about setting up special signals and whatever sciency stuff." Mack then got closer showing his partner the video. "Just look, okay."

Rolling his eyes, the guard decided that he may as well take a peek. But then get back to work.

Taking the phone, he saw what appeared to be a lot, and he meant, a _lot_ of food. There was so much of it, it could feed an entire orphanage. And, it was all on a single plate. How was that even possible?

"Okay, now watch this." Mack then pushed the play button and the video rolled on. Showing the famous Sonic the Hedgehog, Spider-Man, and some girl that was recently part of a dimensional race. Norie he believed, the girl with the hammer like Thor.

" _Okay everyone," Sonic said to the viewers. "Today where having a special contest. A eating contest."_

" _Yep," Spider-Man said joyfully. "But unfortunately, it won't be me and my buddy, but two other cool guys. Nora and a very special guest. Hit it!"_

The scene continued on with the Nora girl and the special guest doing the eating contest. Honestly, it wasn't that interesting except for one part. One the guard decided to ask Mack. "What the heck is that pink thing? He….It, looks like a ball."

"No idea. But that thing can eat like crazy. It even ate the girl, Hahahaha." While the two were talking, they had failed to notice something glittering in the sky. The majority of the soldiers below not even seeing it. One woman however, did.

Before she could make a report, the object then landed nearby with a loud crack.

"Huh, what was that?" Mack asked along with others. Nobody could answer though as seconds later, a large amount of black gas soon started enveloping the entire area. Screams sounding off, the alarm going off. Before Mack and his partner knew it, they to were enveloped.

"W-what the-Oh my god!" Mack instantly saw his worst nightmare. A giant frog that looked quite demonic. Screeching at him. Falling on his but, he quickly called for help. "Jones, help me!"

Sadly, his partner was in no state to help. Like Mack and many others, his nightmare came true. A faceless woman that had multiple mouths and gashes across her naked form. "No, no, get away from me! Ahhhhhh!"

He wasn't the first to scream, nor the last. Everybody outside affected was running around, frightened. Their dark fears given physical form, and actually _hurting_ them. Anybody who tried escaping the gas still found themselves being chased by whatever fear they conjured up.

High above the ground though, one Nick Fury saw the scene below. "What in Cap's name is going on!?"

"Uncertain sir," One of his subordinates said, monitoring the situation. "However, multiple reports are coming in. None of them good."

"Sir." Another person said. "Many of the people down below are stating their being injured by monsters."

"Monsters?" That was odd. Nick didn't see anything below that indicated such foreign creatures. Either they were hiding in that gas, or, "It's a trick."

"Correct sir. Our scanners are indicating the gas has some powerful hallucination properties. Where already having our best men making a antidote for it."

"Damn it!" This wasn't good. Whoever was doing this was definitely scheming something here. But what? Nick couldn't think of many that had the resources, and power to do this. Hydra, the Brotherhood, A.I.M, and a few other groups could do this. Nick just didn't know what they wanted.

"Sir." One of his assistants said, bringing him back from his thoughts.

"What is it?"

"Our scanners picked up a teleportation frequency. Someone ported nearby where the gas is located." Teleported in. Then that means this gas was just a distraction. No doubt hoping that S.H.I.E.L.D. would concentrate all efforts on the gas with it's victims, while this mystery person got in and did who knows what.

"Hehehe. Smart, but not smart enough." Fury gave this person some credit, but it wouldn't be enough. "You, get this building on lockdown. Any personal that's going outside will have a gas mask. Contact a few heroes as well just in case. It's time to show these people what we're made of. Understood."

A resounding 'Yes sir!' was said by everybody in the room. All of them going back to work to solve this crisis at hand. Fury meanwhile took out his tablet and checked out the teleportation frequency. Turns out, this type only allowed one person.

Whoever was the cause of this probably sent in a powerful person if only one was sent in. Fury could only wonder just _who_ was sent in. And how dangerous they were.

* * *

"Oww. Stop running into me. Damn idiots." As for the 'dangerous' intruder, he was currently avoiding the running mob. Sheesh, he knew his gas was potent, but couldn't these idiots just stay on the ground so he could walk in peace?

"Huuuh, at least the gas gives me cover." The gas released was quite thick, kinda like a settling fog. However, where many would get lost and stumble like fools, Mysterio had some special equipment to deal with that.

Inside his mist cloak, Mysterio installed a sonar navigation. So he knew _exactly_ where the Triskelion was. Plus it helped him avoid most of the frightened victims. Though a few still managed to bump into him.

"Now then, where's the nearest opening?" Mysterio muttered to himself. Ordinarly, he would use the teleporter on him to just go straight near the entrance, but S.H.I.E.L.D. made certain only authorized teleportations were allowed. He only got close thanks to the tinker making his teleportar capable of breaking through the invisible block. However, as the Tinkerer told him, S.H.I.E.L.D. are capable of tracking those who make these teleportation trips on their turf. So Mysterio had to be smart.

"Hmm. Is that it?" After a while, Mysterio finally made it near the entrance, ignoring all the panicked screams and crying tears. He was only focused where the entrance was, however, it was shut quite well. "Dang, they must be on lockdown already."

This was a small problem, but nothing he couldn't get through. After all, he came prepared. Checking his surroundings, Mysterio made certain nobody was in his way. Once he was certain, he pointed his palm near the locked door and sprayed another type of gas on it.

An acidic one.

The door slowly melted away. Becoming a small pile of sludge. It was quite easy actually. Mysterio thought for certain somebody would be on the other side. "Still, better to be safe than sorry."

Mysterio then activated the nozzles within the boots and wrists that can release a constant stream of smoke that shields his movements, and his form. Pretty soon, the entire hallway was being covered in his mist. But, this wouldn't do.

"Shame I can't make my grand entrance, but it's best to keep low, so…." Mysterio then activated another ability in his costume. The power to add certain chemicals into his smokescreen. In this case, a temporary blinding agent so nobody could see him. Best part of all, he added another chemical so that it would eat away any pesky masks, affecting the intended target. Good timing as well, since instantly a bunch of guards came in.

"Hands up, whoever you are!" Good, the mist made certain nobody knew who he was. Time to buy a bit of time though for the blinding gas, and some _misdirection_ so no one knew it was him.

"Hahahaha, as if you could stop me filthy humans!" Mysterio said in the voice of one Adam Taurus. "The White Fang will now show you what it means to cross the faunus. Men, charge!"

Once again, Mysterio used his technology of special effects to 'summon' the White Fang troops. His holographic projector completely fooling the soldiers.

"White Fang! All troopers, shoot." Small stun lasers came out while the illusionary faunus soldiers shot back as well. Granted, the soldiers would realize the trick when none of the 'shots' the Fang grunts shots didn't hit a target at all. Unless some intervention was made.

"Sir I think tha-Ahhh, I can't see." A soldier cried out, the gas finally doing the trick. Others soon doing the same thing. With all of them blinded, Mysterio stopped his illusions and raised his gloves.

"Troopers, don't falter! We have t-" Before any words were said from the leader, he was knocked out by a stun blast. One that came from Mysterio's palms, another upgrade he made to his suit the night before.

"Sir! Men, we-" Another hit, another knockout.

"Hahahahaha! You worthless scum. As always, the faunus truly are superior. Hahahahaha!" The troops soon became fearful from 'Adam'. They were blind, their leader was down, and everyone of them was being shot down like a carnival game. It wasn't long before all of them were down for the count. All hearing that cruel laughter.

* * *

"Nick Fury! Reports that the men sent below have all been taken out. A lot of blasters were heard, there seems to be more than one person." Fury fumed angrily at the news. More than one person, but only one teleported in. Did more enter without him realizing. It wasn't easy, but even Fury couldn't predict everything.

"Send in more men, but tell them to be on guard. What about the cameras? Can we see who's doing this?" He asked those stationing the cameras.

"Apologies sir, but the cameras are all obstructed by some mist. We can't see anything, and with all the chaos, barely hear anything either." Shoot, looks like these invaders were more clever than expected. With the mist blocking all sight, they couldn't tell who was breaking in, and what counter-measures could be used.

Minutes passed by before another report came in, none the better. "The second group got taken out." Another! "However, we got intel that they were all blinded. The gas most likely bypasses the masks defenses."

"I see, then we can't send in more troopers. In which case…" Fury clicked his pad and checked on a few things. Firstly, the chaos at the grounds was still active, apparently the troops he sent in also succumbed to the gas. The same as this blinding one. Sending more troopers wouldn't due, he needed a new plan.

"Got it. Send in the LMD's." They were machines, and could navigate through the mist much skillfully thanks to their enhancements. He also had them disguised as regular troopers so the enemy wouldn't realize the gas isn't affecting them. Also...

"Agent Truce, are there any heroes coming?"

"Yes sir." Truce said giving fury his phone. "He was the closest nearby and should get the job done." Taking a look, Fury gave a small smirk. These assailants time were almost up.

* * *

"Ughhh!" Once again, another S.H.I.E.L.D. grunt was taken out. This isn't even that difficult anymore.

"Huhh? I figured these guys would put up a better fight scene. Instead, their pathetic acting is pretty low tier." While Mysterio couldn't compare to other high-grade villains like Doom, Kingpin, or a few others, by no means was he weak. His fighting skills and tricky moves was quite above regular people. Aka, soldiers like these who only trained against regular criminals.

"Whatever. Might as well get going. The dimensional teleporter should be around the higher floors." Walking near a secure elevator, Mysterio used a special device to override the security and opened it. Entering, he soon pushed the button to the floor he wanted. Just barely passing the disguised LMD's, who had just missed Mysterio and were now wandering clueless.

"Now then," Mysterio said as he started filling the elevator with his mist. It's time to show these ungrateful peons a scene they'll never forget."

A few floors above, some more troopers were ready with better equipped gear and a few floating drones. They just got word that the intruders were about to stop on this floor. Once the elevator opened up, they would instantly shoot.

Time slowly moved on, the elevator getting closer to its destination. All the troops ready for action. Then, the elevator dinged.

"Fire!" The second the doors opened, every shot was made without hesitation. Man and machine just kept shooting as a large amount of mist came out. Obviously meant as a distraction, but they didn't pay heed. Only focusing on stopping their enemy.

"Alight men, stop." The head squad said. Each one stopped shooting as the squad leader checked in on his thermal signature. "Alright, drones, get closer."

The machines obeyed, moving forward where the elevator was. Their lens ignoring the mist, as their recordings was being watched by Fury and the rest of the team he was with.

The drones entered the elevator, slowly looking around, oddly enough, finding nobody. The squad leader and everybody else confused by this. "What in the-their should be somebody in there. The scans aren't lying."

One soldier, decided to walk up, being cautious as he got closer. He also saw nothing a well, just as the droids. But before he could leave, he suddenly bumped into something. "Huh?"

It was then the squad leader realized it. "Shit, the bastards invisible!"

"Boo." Those were the last words any of them heard as sudden;y, a few dozen screaming ghosts came out screeching. The instant appearance scared every single one, giving Mysterio enough time to throw a special gadget on the floor.

Glowing, it then let out a wave that fried every electrical appliance that wasn't Mysterio's. The soldiers weapons now malfunctioning, including their new masks. Soon enough, they were all blinded screaming. The illusionary ghosts haunting them to the point where a few actually fainted.

Ohhh, if only Mysterio could just take credit. But, as mentioned, he couldn't let anybody find out his identity, not yet. Still, since nobody was watching, he decided to at least give out a sinister laugh (a different creepy voice) that freaked a bunch out. _'Oho, I should have done this years ago!'_

* * *

The only person not amused by all this was Fury himself. His cameras showed ghosts coming out. Ghosts! Either this was some magician based enemy that used magic, or perhaps some kind of necromancer. Should he call Dr. Strange?

' _Errr, no. He's on some other mission. Just need to wait a few more minutes for him to show up. Still, what do these people want, there isn't much in this room except-No, it couldn't be!'_ Clicking his tablet, Fury's fear was proven. Inside the floor the opposition are in, was but one machine of importance. The dimensional transporter.

' _I don't know what these guys are planning, but we can't allow them access to that machine.'_ Fury then checked his phone when he felt a call. "Who is this."

He then heard just the man he was waiting for. With pleasure he then told him where to go.

* * *

"Yes, I, Mysterio, am finally here." In front of the great illusionist, master of the stage, was a tall machine that allowed inter-dimensional travel. The exact thing he needed for his plans to work. "Already scenes 1, 2, and 3 were done and over with. Now for the final scene, then, the epilogue."

What Mysterio referred to as the fourth scene _wasn't_ him entering the portal. No, if anything, what he was waiting for was someone else. The 'climax' of this scene. The antagonist to his goals, which should be starting right about…

"You!" A voice said as a resounding boom was heard. The person breaking through the walls of the Triskelion outside.

"...now." Mysterio turned around, facing his adversary. "Hello there…...Shadow."

* * *

 **Chapter 1 is now up, hope you enjoy. The next chapter will be released on the 9th.**


	3. Chapter 2

**Chapter 2**

Shadow the Hedgehog, hailing from the world known as Mobius. Created by one Gerald Robotnik, made as the Ultimate Lifeform. Created from the alien race for a new warrior, but actually made for Gerald's granddaughter Maria, a way to cure her. In the end, Shadow failed, but remembers the time spent with his dearest friend Maria.

While his re-awakening was _troublesome_ , Shadow, with the help of others he would deny as friends, eventually decided to protect the world Maria loved. Gaining certain allies in the form of Omega and Rouge, and having an understanding with others from different dimensions.

A dimension that he was on currently was a world called earth-616. Home to many other powerful beings, possibly more so than his realm and the other 'linked' dimension known as Remnant. Still, Shadow felt confident he could take them on. He _is_ the Ultimate Lifeform. And right now, he was on his way to the Triskelion to deal with a problem they had.

"Hello there…...Shadow."

' _This is….'_ According to the message he received, a large group of enemies had attacked the Triskelion. The large gas he saw outside indicated that. Plus many men were injured, all taken out by many.

' _Strange, where are the others, i only see this guy. Unless…'_ Recalling his talks with a certain web-slinger, he concluded the man below was one Mysterio. Some kind of illusionist that used misdirection and trickery to fool people. _'Now I understand.'_

"So then Ultimate Lifeform, shall we-Hey!" Ignoring the human, Shadow instantly attacked. He didn't recall much about Mysterio, as he wasn't Shadow's enemy. Still, he at least knew a bit about the villains here in this world on the off chance he faced them. Shadow could not allow himself to be trapped in this man's illusion.

"Feisty little-then take some marvelous scenes!" Barely dodging the homing attack, Mysterio knew what he had to do. "Take some of this my impatient audience member!"

A large amount of mist came out, in it was multiple copies of Mysterio himself. Because of the 3d holograms, they were impossible to discern which was real. That wouldn't stop the black hedgehog though. "Hmphh. As if such tricks can stop me."

With speed rivaling that of Sonic, Shadow sped up and took down the copies in succession. A simple kick and punch making them dissipate. Mysterio, unable to keep up, was then discovered and kicked onto the chest, throwing him back. "Ghh!"

Not letting up, Shadow rapidly punched him without letting Mysterio fight back. Coming from every direction, left, right, behind, forward, Mysterio's own eyes were to slow. The strike soon overwhelming the man, falling onto his knees.

"Stay down. You cannot possibly beat me." Shadow stated.

"Oh yeah," Mysterio said tiredly. "Then he'll do the job." Behind Shadow, a large machine came out of nowhere. It's massive metal fist coming straight at Shadow. However, the Ultimate Lifeform didn't even turn back, not even a glance.

"..." For the machine was nothing more than another illusion. Vanishing once it hit the hedgehog. "I don't need a spider-sense to know whether I'm in danger or not." Shadow then roundhoused kicked the illusionist flat on his back.

"S.H.I.E.L.D. will now detain you. It's over." As he said, Mysterio could hear the nearby footsteps of many men coming. This was bad, very bad. Mysterio knew he couldn't let this end. Should he use _it_.

More footsteps came, coming even closer. _'Damn, no choice. I was saving this for Spider-Man, but…..'_

Making a simple motion with his hands, more mist came out, the hedgehog unamused. "Really? This won't save you."

"Hehe, on the contrary, it will." Then like before, another conjure was made behind Shadow. Taking the form of a giant Mindless One. The fist aimed at Shadow. Like before though, Shadow didn't bother moving.

"Gahhh!" It was his mistake. For unlike the first use, this illusion actually _hurt_ him. Sending Shadow into the nearest wall with a large blam. A small look of shock actually seen on his face. Clearly surprised the attack actually worked.

"Hahahahaha...Hahahahahaha!" Laughing, Mysterio then summoned even more Mindless Ones. Some big, other small, all equally terrifying. Soon, the S.H.I.E.L.D. troopers came in with two memorable individuals. Black Widow and Winter Schnee.

"Halt, this is Agent Widow and Specialist…." Widow jumped out of the way when a clenched fist slammed into the ground below her. Actually making a dent. "What in the…?"

"Widow, look!" Winter then pointed through the knee length mist, where at the center was one Mysterio laughing. Holding his hands high in the air as multiple more Mindless one's came into being. He then spoke to all of his latest guests.

"He believes he is a good man. This city believes Parker is a good man….But like any illusion, a shift in perspective reveals all. The misdirection comes at a grave cost. When the bodies begin to pile and choke the streets….. _Everyone_ will know the true face of the monster. So swears **Mysterio**." All the onlookers were unsure how to deal with the speech the man just gave, but three others eyes widened at one certain part.

' _He knows Peter's identity.'_ Shadow, along with the other two agents thought in surprise. How did a man like Mysterio know. To them he was just some second-rate villain. Troublesome, but not truly dangerous to certain individuals like themselves. Yet he knew one of Spider-Man's greatest secrets. How!?

"Agent Widow, watch out." Removing herself from the questions plaguing her, Widow then saw more of those small Mindless Ones heading right at her. This time having wings.

"Tch!" With great agility, she leaped in the air and used her stingers to shoot the vermin down. Specialist Schnee using her glyphs into summoning the snow-white Grimm attacking the illusions. All the other soldiers aiding in any way they can.

But it wasn't enough. For the soldiers haven't exactly fought Mindless Ones before. Sure they knew about them, but didn't have the experience in dealing with them properly. The other two agents definitely fought them, Widow when the Avengers fought them a few times, and Winter for training purposes with Strange. Yet even they couldn't destroy the amount of these fakes. As for Shadow, he decided to not fight the fakes, but aim for the head.

"Chaos Spear." With a bright green energy, a spear-like attack came rushing towards Mysterio. The villain however, didn't even show a hint of fear. Instead raising his palm and summoning a brick wall which deflected the attack.

"Ha! Is that all you got, Ultimate Lifeform." Mysterio mocked the quickster. Shadow only grunted and just sped right at him with glowing fists. Mysterio quickly summoned a pillar below him and dodged it. "Sorry, but this director can't be asleep. He must make certain this scene is done towards perfection."

"Then perfect this villain." Winter shot a cold-ice blast of magic at Mysterio. Intended to freeze him in place. The move easily reflected by an invisible barrier.

"All men," Widow yelled out while destroying a few more copies. "Aim at Mysterio!" Complying, the men not under attack by the illusions shot at the man. His invisible barrier, while strong, could not withstand the entire barrage of blasts. Good thing he had a few other tricks up his sleeve. Or was it bag?

"Eh, I'll think of that later." Removing the bag, Mysterio got again another item. This one in the form of a container holding a _very_ familiar creature.

"Impossible! A wisp!" Shadow yelled out while blasting apart the bigger Mindless Ones. Agent Widow and Specialist Schnee also looked up in worry. They weren't there during the events, but read reports about the diminutive, yet powerful, galactic race of aliens. Shouldn't the peaceful species be on Mobius however, plus this one looked a little different.

The one Mysterio held in his container was a Cyan wisp, yet instead of a the usual green color, this one was a twisted grey color possessing actual _teeth_. The wisp also appearing more than a little aggressive.

"You! What did you do to that creature!?" Winter yelled in anger. Unbelievable that someone would cruelty experiment on such a peaceful creature.

"Me?" Mysterio said while waving his free hand. "I did nothing. This thing was already like that when I ordered it on the black market." Heck, he got these things for a quite a bit. He actually had three others like this one.

In fact, the man who sold it to him stated they were from Doom himself. _'Yeah right. Still, these things should be useful either way. Their power is awesome.'_

"Now then my fine audience, take the power of laser!" Opening the container, the altered cyan entered Mysterio's own body. Feeling the rush of the Hyper-go-on energy, Mysterio lifted his hands and shot at his greatest , Widow, and Winter, the laser attack to fast for them to get out of the way. All three blasted onto the ground.

' _Now!'_ With all three down, Mysterio quickly jumped of his disappearing platform and landed near the dimensional transporter while the wisp left his body and went back into his bag. Pushing some buttons, Mysterio activated the machine towards his destination. The mass device glowing as a portal came to life.

"Nooo!" Agent Widow said as she tried shooting him futilely. Before anybody could do anything, Mysterio just chuckled and gave his final line.

"And so ends the scene. The great and magnificent Mysterio vanishing from his bewildered audience. Tell Fury I said hi!" He then jumped into the portal, but not before leaving behind a small present. One in the form of another gas sphere, landing near the machine's console.

"What is-" Before Winter could finish asking what the sphere was, it cracked opened, enveloping the consoles. The three heroes then seeing the gas not spreading at all, but instead doing something else. One that hid Mysterio's whereabouts.

"It's acidic!" Shadow replied. The machine's controls melting away, so that not only would it be impossible to use in its state, but so that they couldn't even use it to find Mysterious location.

Seconds passed and pretty soon, all of Mysterio's illusionary minions disappeared. The only thing staying was the damage the room sustained, and the fowl look on Widow's face. But the look had nothing on Furys own when he entered the room minutes later.

"What is going on in here!?" The disaster outside had finally been contained. Seeing the state of this room however, along with his men's injured appearance, and the small but notable damage on the heroes, Fury knew something was up. "Well! Who did this!?"

Needless to say, the two agent telling him the _true_ culprit of all this, and how he still got away scot-free, didn't make him, or anybody in the room any happier. The last though going in the spy's mind was also not a joyous one. _'Spider-Man is going to have a field day with this.'_

* * *

Hours passed by since the events of the Triskelion assault, the news covering it all. The attack after all, wasn't exactly one that was kept quite. Many reports near the docks and bridge saw the whole thing. While S.H.I.E.L.D. did their best in suppressing this information, one thing came out somehow. The person who did it told by a certain loud-mouth journalist.

" _And the assault was led by the villain known as Mysterio! No doubt helped by that menace to society Spider-Man!"_ He kept going mainly about Spider-Man and the usual antics, but the news on who did the incursion circled around the entire streets.

Citizens.

"I always thought Mysterio was some idiot. How'd he do this?"

"Supposedly the word on the street is that he had an entire army with him."

"I heard he did it on his own."

"Guess the man isn't a super villain for nothing."

* * *

Villains.

"Hey Electro, hear the news? That buddy of yours sure showed you up."

"This has got to be a trick. No way that clown actually did that."

"Interesting. And here I thought the man was some wannabe thug. Perhaps he does have what it takes to be a villain."

"I wonder what kind of stuff he stole."

"Supposedly the guy disappeared. No one knows where he is."

* * *

Even heroes.

"Salutations! Do you think all the people are okay? That gas attack supposedly harmed them."

"Weird. I heard that the wisps were involved. Better tell Sonic, he'll no what to do."

"Seriously, how did S.H.I.E.L.D let this happen. I hope Winter's okay."

* * *

Everybody in New York was talking about it. Why wouldn't they? This was a major blow for S.H.I.E.L.D. The protectors of the world, beaten by one dude who's been taken down by Spider-Man. How could this even happen? Certainly this news will die down in the coming weeks, but undoubtedly remembered in history, even if only as a side note.

Plus, certain groups were taken interest by the recent events. Some thugs who had no purpose, a few small-tie heroes, and so on. But, the illusionist caught the eye of other groups that were a bit higher.

* * *

"Daughter, I wish for you and Crossbones to find this man and bring him here. I wish to know how he did this, and what secrets he may have possessed."

"Yes Red Skull, we'll do as you say." Crossbones said.

"Alright, but I'm still confused….If this dude is so badass….Why's Spider-Man been kicking his butt since before anybody can remember?"

* * *

"My Brotherhood, recent reports have sent notice that a certain villain by the name Mysterio has entered the Triskelion." Magneto said to a group of his mutant allies. "I wish for you to capture him. My spies reported him using some kind of mutant, but are uncertain what it was. I wish to see this for myself."

"Yes sir, you can count on us." A mutant from nicknamed Toad said. Beside him was another mutant named Francis Klum, and a faunus that went by the name Perry.

"Got it. So long as I can beat Mysterio down."

"Sure thing Sir Magneto. Adam will help you anyway he can."

"Good. I can assume he wouldn't be happy with his name being used. Do not disappoint."

* * *

"So, you say this fool somehow got into the Triskelion." A certain assassin leader said calmly to her informer.

"Yes ma'am, and we got a offer if we bring his head to one of our customers. Extra if we get whatever he stole from the Triskelion. Our intel telling us S.H.I.E.L.D. is keeping a good-amount of the information hidden for some reason.

"Interesting. This man must have taken something important if they're so hushed up. I wonder what it is?"

"Shall I get some of our men on the case?"

"No, I'll go myself. Besides, I heard from someone a little cat and a spider with an attitude are coming. This should be fun." One Bella Donna Boudreaux said as she took out her blade.

* * *

"So, that bubble head still hasn't learned his lesson. Better go and teach him a 'lesson' he'll never forget." The Daredevil said, ready to face Mysterio once more, and see it personally that this time, he _didn't_ come back from the dead.

* * *

"Hey Blake, let's get going to Remnant already. I thought you said you wanted for me to meet your parents for whatever reason."

"I told you Scarlet, it's so they can see what kind of man you are. I don't want them thinking I'm hanging out with some jerk. Well, somebody who's not to big of a jerk."

"Tch, whatever. Still, maybe this will allow me to check on the White Fang. I heard that they were part of the assault with Mysterio for some reason. Better check it out."

"Got it. I'm not sure what Adam's up to, but we won't let him, or Mysterio get away with this. Should we tell Peter about this though."

"Nah, we can handle this. He's busy with Sonic stopping some thugs misusing the wisps. Idiots called Rudd and Jungle I think." Scarlet Spider said as he and Blake entered a portal to Remnant.

* * *

Meanwhile, unaware of all what was going on in earth, Mysterio finally came out on the other side of the portal. Landing just outside of a very familiar city. "Ahh, there we go."

Looking around, the villain then started walking toward a location where he would meet a few 'acquaintances' without realizing. "Now then, let's see what the city of Vale has to offer."

* * *

 **Another chapter like I said. And boy is Mysterio in trouble. He's gotten the attention of several others, interested in his performance. Both the good and the bad, completely unaware of it. No doubt he'll meet them sometime in the near future. Until then, this is D. out.**

 **Next Chapter: January 13th**

 **With classes starting, chapters will have to be released every few days instead of soon.**


	4. Chapter 3

**Chapter 3**

Remnant, a world created by two gods, while also being destroyed by them. With a shattered moon with pieces of metal, countless Grimm wandering destroying humanity, only four kingdoms known to exist. In the view of many, this dimension had more than a few problems. Still, the inhabitants of this world has grown strong as a result. Now, aided by two other worlds, it has grown even stronger.

Of course, one should not let down their guard here despite the new improvements and assistance. With Remnant now having trade with dimensional companies, new crime has risen up. The Grimm themselves have grown stronger as well. Thus one must be vigilant and cautious when traveling into this world.

"Now then, let's see what I have here." Inside of a warehouse used by a certain thief long ago, one such traveler was checking the things he brought with him. "Okay, these counterfeit lien should do the trick. Let's see what else I need."

Mysterio, one of Spider-Man's more persistent enemies, has traveled to the world of Remnant for some plan of his. Though instead of causing trouble, Mysterio was simply checking all of hi supplies and gear. Making certain he would be ready if the unexpected occurred. One of the thing's he was checking was a small chip that seemed fried.

"Darn, I knew this wouldn't last long, but I still hoped it would." The chip Mysterio held while he was sitting down was a special chip created by the defunct H.A.M.M.E.R. Industries. It's capability of giving holograms actual mass. However, as he was told when he received the chip, it was a one time use item.

Throwing it away, Mysterio decided to forget about it and check all the other things he brought with him.

Four containers holding altered wisps, a few types of gas spheres, special firecrackers, fake currency, a one-time teleporter for the return trip home, and finally, a special amulet that was given to him by _it_. Mysterio shuddered just thinking of using it. He only brought it just in case an emergency came, but hopefully he would _never_ have to use it.

"Okay. Everything seems fine. Now that all that's done." Mysterio then turned toward his 'guest' who was tied up and muffling shouts through the tape on his mouth. "Let's get down to business my special guest." The villain then grabbed the piece of tape and ripped it off quickly. Earning a small yelp of pain.

"Ahaaa! How dare you, how could you? Do you think I will stand for this? Once I'm free, I will make certain Spider-Man-" The man's words were stopped by a simple slap to the face, earning another yelp of pain.

"Sure, sure, try spoiling my fun. Sorry, but I can't have that crawler knowing I'm here. For now, I just need you to do one simple thing." Mysterio proceeded to cut a bit of the rope off, letting the man have a single hand free, but nothing else. Though his tied victim did try hitting Mysterio, it failed due to lack of mobility. "That's to unlock my aura. And who better than one of Ozpin's lackeys."

"Unlock your aura!" The now revealed, Dr. Oobleck cried out in shock. To think, one of Spider-Man's enemies would come here, kidnap him, and try forcing him to unlock his aura. Mad he declared. "As if I would ever do such a thing! Not only would you use it for ill-intentions, but possibly cause harm should you unlock your semblance."

There was no way the green haired doctor would do such a demand. Here in Remnant, only those prepared to fight the Grimm, or special individuals were allowed to have aura. Rules and regulations making certain nobody else can have them. Otherwise, who knows what damages can be caused by them. Accidental or intentional. People like Marcus Black came to mind.

"Oh my, you make it seem like you have a choice." Mysterio said to the doctor quite ominously.

"A choice? Of course I have a choice. And I say, you will not have your aura unlocked!" Oobleck was about to say more, but his captor decided enough was enough. Raising his hand, a small stream of gas hit Oobleck, who tried his best not to breath it in.

Unfortunately, the doctor needed air, and soon, he grasped for it moments later. Inhaling whatever refined formula that entered his system. Mysterio happy with his work. "Excellent. Now where were we, right."

Oobleck thrashed around, feeling something entering his mind. Attempts to put down this feeling were ineffective. "Unlock my aura."

The demand was something Oobleck should have ignored, his body however refused to obey. His free hand touching Mysterio's chest and chanting the words, shamed at what he was about to cause. "For it...is in passing...that we achieve...i-imortality."

"Yes." Mysterio said, grinning behind his helmet. Glad his new mental control formula was working, even if the doctor was showing resistance.

"T-through this...we…..become a paragon of v-v-virtue….and glory….to riseeee above alll. Infiniteee in...distance a-and unbound by death…, I release yooourrr soul, and b-by my shoulder...protect thee….ughuhuh." In the end, Oobleck failed to stop himself. Finally, the taxing of awakening the man's aura and the assault on his mind made him faint. Mysterio however paid no heed, astonished by what he felt.

"Yes, yes! I actually have it. I have _aura_!" This was one of Mysterio's objectives in coming here. If he were to face Spider-Man, or other difficult foes, he would need more than his fancy tricks and illusions. No, he needed something to give him an edge. Something many enemies of Spider-Man and his allies had that he didn't. _Power_.

"And now I have it." The rushing of his manifested soul coursed through his body. He could even feel those old bruises he had during his fight with Shadow disappearing. Finally, something to aid him with his fight. Ow all that was left was his semblance, as he heard.

"Hey doctor, tell me how to-oh, right." Seeing the fainted Beacon teacher, Mysterio realized he wouldn't be getting answers for attaining his semblance anytime soon. Perhaps he could get the information from another source. "Guess it's time to leave this stage and enter another."

Grabbing all his items, Mysterio left the warehouse without a care. Although he still left some insurance. Another gas that he sprayed on Oobleck, making it so he'd forget the little encounter he had with him.

Yeah the cops and Ozpin will probably look into this. But by the time they find Oobleck, they'd discover the case to be a dead end.

* * *

"Gotta admit, Vale would make a fine stage for a later date." Walking among the citizens of Vale, was one Mysterio. Or as he was going by, Beck Quentin. Just a regular human male in normal clothing. Walking on the streets where no one knew his true identity. The passing people not even giving him a glance.

' _Yes, this is more like it.'_ The now civilian mentally thought, looking across Vale's stores. _'With no one knowing who I am, I can do almost anything. Not to mention that pesky bug shouldn't be here.'_

As realized, the many people that actually knew him could be seen nowhere in this world. If he were to perform a crime, everyone would be baffled on how he did it. The only thing he had to worry about was if those darn female brats got in the way.

' _Still, what are the chances I run into them.'_ He thought passing by a silver eyed girl and her red eye uncle. Neither of them actually noticing each other at all. _'Now then, onto business.'_

Mysterio was on his way in attaining a new gimmick for his great performances. Dust to be precise. Those elemental crystal will do wonders in aiding his mission. There should be a nearby shop one of the people told him when he was asking around. He also got the information needed on a semblance.

The hidden crook was less than pleased hearing the answer. Being told that a semblance didn't come just like that. From what he was told, it takes time for people to discover what theirs were. Something about the right moment, and how it came naturally. Like they just knew what it was.

Considering the information, it did make sense. Mysterio didn't know much about this world's super power bunch, but that their abilities varied. From super speed, flight, invisibility, fire, and all other sorts of abilities. As if a person could figure out what kind of power they would get from all those infinite possibilities.

Huuuh, that didn't mean Mysterio anything as Mysterio still wanted his semblance. Guess the aura will do. The force field thing and cool regeneration was useful.

"Ah, here we are." Dust till Dawn, the shop of his destination. Opening the door, Mysterio was greeted by a friendly old man with a good amount of dust being sold and other products.

"Oh, hello there. Do you need any help?" The elderly folk asked. Beck kindly refused, content with just browsing the aisles. Glancing at all the dust he saw in their multicolored amazement. Red, yellow, purple, blues, green, and so many more. One crystal however caught his eye.

"Excuse me sir, but, can you tell me what that is?" The elderly man walked up where Beck stood. There in front of the two was a case wielding a strange but intriguing dust crystal. One that was a strange grey color, and shifted all around.

"That one. Ah, yes. I actually discovered it a few days ago. But I'm uncertain what it is, since it's not exactly a regular dust crystal." In that case, perhaps it was actually an Iso-8 shard. Such a powerful item would aid Beck greatly. Taking out his wallet, it was no surprise what Beck said next.

"I'll take it." A transaction later, Beck had both the possible Iso-8 crystal and a few dust crystals as well. A good day overall. Now perhaps he should start experimenting and integrating the dust with his suit. He made modifications the day before he left to the Triskelion, but why not make more.

Like any good boy scout said, "Always be prepared."

"Just need to find a empty spot." The warehouse he used wouldn't due. Neither would some empty lot since someone could walk in on him. Maybe a motel? Nah, to risky and hazardous. It was then Beck recalled one place that should help him. Checking the skies, Beck saw the floating coliseum.

Amity Colosseum. A place that signified peace, and used for friendly battles. Beck didn't care much about the history, but such a place floating in the sky would be useful from prying eyes. The question was how'd he get up there.

Widening his eyes, Beck removed his backpack and opened the flap where his items were. Among them was a violent grey rocket shaped wisp, gnawing on the glass. A smirk appeared on Beck's face.

* * *

Back in Beacon, a certain group of teens were finishing some work. A young blonde haired boy, finally sighing when he finished his assignments. "Ughhh, finally done. I thought that work would last forever."

"Come on Jaune, it wasn't that bad." His red haired partner said coyly. Though her friend Nora came in disagreeing.

"Are you kidding me?! That work was torture. Man…..why can't we do cool things like Peter?"

"Come on Nora," Ren told his best friend. "You know the antics him and Sonic get into. I don't think we could even keep up with their pace."

"Ha! I bet if I tried really hard, I could." Nora declared while jumping on her bed flat on her back.

"Whatever the case, I heard some interesting news." Pyrrha said in hopes to lighten their mood. The others now showing curiosity.

"News, what news?" Jaune asked.

"Ah. Do you mean the news about Oobleck?" It would appear Nora actually knew somehow. "Yeah, I heard the guy was found tied up like a pig and knocked out."

"Seriously?" Jaune asked surprised. While Oobleck was no Sonic, he was still pretty fast in escaping his enemies grasp. He was also a certified hunter, so it shouldn't have been easy to take him out. "I wonder who could have done that?"

"Well, no doubt the person behind this will be caught eventually." Pyrrha said believing the man behind this would go to jail soon enough. "Which reminds me, I got a message from Penny from New York. Apparently something happened there."

"Like what?" Jaune along with Ren and Nora asked. If something big happened in New York, there could be a chance it could affect their world.

"I'm not sure." Pyrrha replied. "All Penny sent was that S.H.I.E.L.D. was under attack by a large group." While Nora gave off her out landing theories of what went down, Jaune saw something out the window of their dorm.

"Hey, guys," He said gaining their attention. The blond knight then pointing outside at the sky. "Is it just me, or is that a rocket?"

Curios, Ren took out his scroll that was installed with a powerful zoom function thanks to Spider-Man. Pointing it at the rising figure, the scroll zoomed in showing a peculiar object. "I think that's a man with a….wisp?!"

This gathered his comrades attention. A wisp should only be native in Sonic's dimension, not theirs. All three checking Ren's scroll, they saw what he said was true. This stranger flying up to what appeared to be….Amity Colosseum?

All three then looked at each other, a look of determination on their faces. Jaune himself picking up the scabbard holding Crocea Mors. "Let's check it out."

* * *

Amity Colosseum was under repairs for some time now. During the Goblin War, some damage had occurred. Months have passed by though, and the floating colosseum was nearly back to its former glory. In time, it would be fully functioning ready for the next Vytal Festival that had been put off for a good while.

"Now let's try some good ol fire dust. Sha-blam!" Though it might be put off longer now, considering the damage being done to it already. Mysterio in full gear, having his fun as always. Watching the wall near him being turned to ashes.

"Hohoho! That was _amazing_! Truly only an action done by I, the great Mysterio!" The man was having a blast using the power of dust here in Remnant. He could now see how these humans and faunus survived up till now. The dust used was definitely impressive.

"Now then, what to use next? Some wind dust mixed with a little earth. Oh, the gravity dust could also be useful. Maybe some lighting for a good zap on my enemies. Ohhhh! So many choices!" Mysterio was definitely happy with his current situation. All this time he's been using illusions with some machines here and there. This dust however, could definitely help make his shows a lot more _incredible_ and _deadly_.

"Shame this stuff can only work in Remnant, but any trips I make here can be useful if I need them." Thinking on it, Spider-Man did have different suits whenever he was i other worlds. Perhaps Mysterio could do the same. Make a suit for Remnant that used both illusion _and_ dust. "That will be an eye-opener all right."

The only problem he would have was that he didn't know how to use dust properly like a certain heiress. Mysterio didn't even have the basics down, only having a few tidbits of knowledge on it.

If he was to use dust effectively, he would need a mentor of sorts training him the know how on dust. Plus, he was pretty sure if he mixed the dust with his Mysterio suit, it would only end in tragedy. Not even a good death.

"Hmmmmm. A place to use dust….." He didn't know much about this world. He actually hasn't been here till now. Beacon academy might help, but considering how he kidnapped a teacher, it probably wasn't a good idea. No, he'd need another plan. A place that had lots of dust and with many that could teach him how to use it fluently.

"Wait a second, what about…..The SDC?" That heiress he's seen before, and since arriving on Remnant, he saw a snowflake symbol on many dust packages. Back on earth, Beck even heard Stark Industries was making deals with the SDC dust control. Where was the SDC again. "...Atlas…"

"Stop right there!" Hearing a voice, Mysterio turned around and saw a group of children. A blonde yough in a knight-like outfit. A long-haired male with magneto eyes and two pistols in hand. A strange hyper girl jumping up and down with a hammer. Then a red haired lass with a spear and shield, that reminded him of Arkillis for some reason.

Who were they?

"And...you are?" The red haired girl didn't answer, only holding her spear right at him.

"Nobody important. However, we will give you one chance to surrender yourself and the wisp you captured. Or their will be consequences." What the-how'd they know about the wisp. He was pretty sure nobody in Remnant knew about them except for maybe those brats at the amusement park Eggman made. Are they friends with them perhaps?

On the other side, Pyrrha, Jaune, Ren, and Nora were ready for a fight. After seeing this man flying up on Amity, the members of JNPR had….'borrowed' a bullhead and flew up here. At first they thought they may be able to reason with this man, but a look at him told them who he was.

' _If I recall, Peter mentioned some guy called Mysterio during one of his adventures. What's a guy doing here with a wisp?'_ Jaune was a bit nervous, but determined to take the man down if needed. When the group went looking for him, they all noticed the damage around the colosseum. Ice, fire, burnt marks, some melted metal, pierced walls, broken glass, and even stolen money.

This guy clearly wasn't up here for good purposes. _'Maybe I should call Ruby?'_

Team RWBY have dealt with Mysterio before, and Ruby should still be here on earth alongside Weiss. Reaching for his scroll, Jaune was ready to make a call until an attack came out of nowhere. "Laser!"

From Mysterio's hand, a empowered wisp laser beam blew up his scroll, getting all members of JNPR in fighting position. "Naughty, naughty, can't have any more unintended show guests, can we."

Mysterio then released his mist with a special property he added just on case. One that was noticed by the rest of Jaune's teammates.

"What the?"

"Hey, my scroll!"

"Oh no."

The mist holding properties that disabled all electronics aside from Mysterio's own. Nobody to call, no fancy tech aside from their mediocre weapons. Mysterio may not know who they were, but they _aren't_ ruining his plans. May as well let them see the practice play with his dust.

"Well then ladies and gentlemen," Mysterio said, slowly walking up to them as the colosseum was being filled with his mist. "Let's get this story on the road."

* * *

 **Hoped you liked this one. Next one will reveal an old yet recent villain. You'll know who it is.**

 **Next Chapter: January 17th**


	5. Chapter 4

**Chapter 4**

Team JNPR, the sister team to team RWBY. Through thick and then, the two teams have been through so much together. From meeting Spider-Man, getting involved in the Goblin War, defeating threats to Vale, these teams have been through a lot. Of course, team JNPR less so than RWBY, but by no means were they weak.

Together, these four have done their best to help the people. While they certainly had no fancy technology or maiden-style powers like Ruby's team, they still added some improvements onto themselves. Jaune himself actually discovering his own semblance. As such, the fight between them and Mysterio was relatively one-sided.

"Wow! I thought you upstagers had some skill on stage, but this is just pathetic!" For them unfortunately.

"Jaune, look out!" Pyrrha cried out. Her message received in time as Mysterio blasted Jaune with a laser move that slammed the blonde night into the colosseum wall.

"Ahhh-hh.." Nora became quickly upset at her leader's near-instant defeat. Angrily, she leapt up in the air with her trusty hammer, Magnhild. Pushing a button on the side, her new upgrade to the war hammer emitted devastating pink electricity. The electricity powering her own semblance, bolstering her strength.

"Take this you dumb fish bowl!" She then slammed her hammer straight at the illusionist head on. A large boom came next with debris of rock and metal coming loose. The very mist surrounding them being blown back.

"Please….As if such a move can harm me." Eyes widening, Nora soon saw Mysterio just next to her. "Now then, why not take a little of this." Using his newfound aura capabilities, Mysterio used an aura powered fist into Valkyrie's own gut. Spit flew from her own mouth as Nora flew high in the air.

"Man, are these kids so-owowowowow!" Ren, taking advantage of the madman's distraction, shot multiple dust bullets right at him. The gunfire pinning Mysterio in place. His own aura, a light green, shuddering under the strain.

' _Aura huh. Never would have expected that. But aura or not, this man will go down.'_ This is what Pyrrha herself believed as she ran directly at the trapped man, using her new energy powered javelin, Milo, and threw it at Mysterio.

"Crud! That's gonna huuuuurt!" The javelin stabbed into Mysterio's chest. The energy it contained expanded and detonated, engulfing him entirely. "Ouch."

Pyrrha's eyes widened as the man still stood fine, if only having some damage on his costume. Milo now held in his hands, Mysterio just looking at it. "Not lying, that hurt. But….."

Like trash, Mysterio just threw the Javelin on the ground. Then he took out another of his altered wisps. One that was a twisted greyish-white with teeth. One looking like a certain white wisps brother. "I've faced tougher. Boost!"

Engulfed in the new power, Mysterio's speed increased ten-fold. While he wasn't as fast as Sonic, his increased speed made him a match for Ruby.

Running, Mysterio disappeared in a flash and faced Ren first. Unable to do anything, Ren had no choice but to bring his aura on full defense. Mysterio just pummeled away with consecutive strikes. The magenta eyed boy gritting his teeth until Mysterio knocked him down with a punch to the face.

"Ha! Is that all you got!" He taunted.

"No! This is!" Turning his head, Mysterio saw Nora back again, this time, her hammer aiming true. The newly coated adamantium metal slamming onto his chest, taking his breath away. His direction aimed right at the Mistral champion herself.

"This is for harming my friends." Throwing her shield, the metal defense it Mysterio's head dead-on. A large crack coming from his helmet.

' _Shit!'_ This wasn't good. With his helmet cracked, the gases he could release were too risky to use. They could enter his own system and harm _him_ instead. That wouldn't do.

Pyrrha noticing his lack of moving, took quick advantage. Using her semblance, she took hold of the metal he had on his suit, and lifted him into the air, surprising him. "Huh?!"

"Nora, Ren, go!" The two members obeying her command, ran up to Mysterio. Ren first shooting multiple bullets, a new type he made that doubled the damage on aura users. Mysterio's aura quickly giving out breaking, tiring the man. Then came Nora, who once more lifted her hamer and jumped with a might yell.

Magnhild crashing down on the stunned techno villain. His body launched into the floor with speed greater than his wisp. "Ughhhh!"

"Yeah, we got him!" Nora cried out holding Magnhild up high. Ren simply smiling while Pyrrha just gave a small smirk. She then turned back towards Jaune, who had been out of the fight and still groaning.

"Oh my, Jaune!" Hearing their friend, Ren and Nora quickly followed leaving behind the unconscious man. Pyrrha helping Jaune up to his feet, Ren lending his leader a shoulder.

"Ohhhh, did we win?" He asked.

"Of course Jaune, we won." Pyrrha answered. Her adorable crush gave her a warm smile, but she then felt his emotion shift. "Jaune, are you alright?"

Her leader simply looked down with some shame in his eyes, embarrassed. "Ughm not really. You guys did all the work while I was….you know." To be taken out of the fight just like that. What kind of huntsmen was he? Even Weiss, arguably the most frail of team RWBY, took a better hit than him. To think all that training during the academy did nothing.

"Don't feel ashamed Jaune, I heard those laser wisps can pierce aura." His crush said, trying to make him feel better.

"Yeah. The guy just cheated. Had it been fair, you totally coulda broke his legs." Nora also said patting him on the back.

"Besides," Ren continued, holding his leader up. "You were the one who noticed him up here. Let's not forget you're the one who came up with a bit of the plan when fighting him. Breaking his helmet, brilliant."

"Hehe, thanks guys." Jaune said scratching his teeth. His friends always knew how to make him feel better. He honestly didn't think his plan was that good anyway. He just recalled Spider-Man saying how Mysterio always used special gases. So why not break his helmet so he wouldn't use it.

"Anyway, we should call Peter and tell him that-"

"Drill!" Hearing that word, JNPR quickly turned back and saw the downed villain wasn't so down as they assumed. The foe taking the appearance of a twisted greyish yellow drill going through the colosseum's reinforced walls. Yeah, the Vytal Festival will be put off a lot longer than anticipated.

* * *

"Hu, hu, hu, can't believe I let those idiots get me." Back in his regular form, Mysterio took of his damaged helmet, examining it. Placing it down, he then sat down leaning on a wall, thinking what to do. Coming up with nothing much.

' _Those brats, they aimed at my helmet…..Most likely they somehow know about me….Whatever the case, I need a new method of attack.'_ Just what method could he use though? He had already squandered most of his dust testing, and hisg as attacks were useless so long he's ….they might work. But with that red-haired chick, she could simple 'detect' him by using her magnetic powers on him.

The wisps also couldn't help to much either. He already used all four, they needed time for a recharge. Trying to overuse them could have unintended consequences. Which left only the amulet, the 'firecrackers', and regular illusions for misdirection.

' _Wait, what about that crystal?'_ From his bag, Mysterio held the possible Iso-8 crystal on his hand. With such a power, he could use it to defeat all his enemies. Growing stronger, faster, and being a much cooler actor. There was one problem however.

"Guhh!.…..Guhhh!" He couldn't get it to work properly. "Why is this so difficult, I used the power last time against that knucklehead." Mysterio was about to make another attempt when he heard footsteps.

"Hurry," A hyper active voice said. "I heard grunting. I think My-whatch-call him is using the restroom." Oh, the humiliation. How dare that brat think the great Mysterio was using the toilet. If he wasn't on the clock, he'd beat her now. With his aura gone though, he doubt he could actually punch that iron wall called a girl. Seriously, people on Remnant were _so_ durable.

"Aha! There he is!" The same girl cried out with her friends following.

"Dang it! Best the magnificent Mysterio…..disappears." Using his mist, Mysterio quickly vanished off while summoning fake bats to occupy them. Pyrrha to slow in order to capture him with her semblance.

"H-hey!" Jaune cried out as he slashed a fake bat into mist. "You can't keep ru-Owwww!" Once more, Jaune ended up in another wall as Mysterio threw his 'firecracker' at him. Or, in reality, a miniaturized bomb that would usually kill people. Jaune's massive aura however, helped block the intended death. Though once more his appearance was less than clean.

"Errr! Nora, Ren, go after him. I'll help Jaune. Just don't let Mysterio get away." Agreeing with their friend, the two childhood buddies went back to chasing their target. All while Mysterio was shaking the Iso-8 like a miraca.

"Come on, come on, why won't you work?" He yelled out in frustration. The crystal doing nothing but 'squirming' within. "Damn! Did I get duped?" His answer would have to wait, as a few pink missiles almost hit him dead-on. "Woah!"

"Shoot, I missed. Ren, why don't you try?" Nodding, Ren held his Stormflower pistols and shot right where Mysterio was.

"Oh no you don't!" The crook once more released more mist, throwing Ren's aim off. The majority of the bullets missing him. A few did hit their mark earning little yelps. Narrowing his eyes though, Ren decided to do one other thing. He threw both his weapons like boomerangs where the sharp blades dug deep into his legs.

"Gahhh!" Falling over, pain filled Mysterio's face, dropping the Iso-8 crystal a few feet ahead of him. The mist he sent out now dissipating.

"Haha! Nice job Rennie! You got him!" Nodding, Ren just walked up to Mysterio, and removed his blades. An action that got another groan of agony. Blood leaking out of Mysterio's legs, his aura attempting to repair the damage. Yet it was low on fuel to do the job, leaving him immobile.

 _No. No! This can't be! How can it end like this?'_ As those thoughts penetrated his mind, Jaune and Pyrrha had finally caught up.

"H-hey guys, you did it. Nice job."

"Like Jaune said, excellent work you two." The members of JNPR gave small smiles of success. Glad that they stopped one of Spidey's enemies from doing whatever scheme he was planning. Now all that was left to do was call him and get Mysterio back in his dimension. Until then, they should probably take him back to Beacon to hold him for now.

"Hmmm?" It was then Pyrrha noticed what Mysterio was staring at. "This is…"

"What's wrong Pyrrha." Jaune then saw what she was looking at, letting out a gasp. "Is that a Iso-8?"

"A what?" Nora asked, Ren answering her question.

"Iso-8. A crystal that holds _tremendous_ innate power. Able to easily cause chaos on the wrong hands." His friend just nodded with understanding while Pyrrha grabbed the crystal.

"H-hey, let it go! It's mine!" Mysterio demanded. Hope diminishing as his last chance was vanishing. The champion just giving him a look of pity.

"Unfortunately, I have a responsibility to give this back to the proper authorities." She said. "Your plans end here."

Mysterio only clenched his fists, angered. To think these meddlesome nuisances were stopping him from saving _his daughter_. He just couldn't have this end now. His fate can't end like this.

"...Come on guys, let's just get him out of here." Jaune said ready to pick him up. Agreeing, Pyrrha was also ready to lend aid when suddenly, an audible crack was heard. Confused, Pyrrha and the others looked around, unsure of where it was coming from. Even Mysterio questioned where the source was until he laid his eyes on Pyrrha's hands.

"What the?" Was all he said before Pyrrha also checked her hand. Eyes widening when she saw the crystal itself possessing cracks all over it. Just when she was about to raise her own opinion and disbelief, the crystal shattered.

"Aaaaauggghhhhh!"

"Pyrrha!" Jaune shouted in terror. Out of nowhere, a strange goopy substance expanded, enveloping the champion. This grey goop covering every inch of her fair skin, leaving nothing uncovered. Pyrrha herself kneeled down, shrieking, her voice distorting into something inhumane.

"You….You! What did you do?!" Jaune lashed out at the one he believed responsible. Grabbing Mysterio by the collar and lifting him up, slamming the man onto the wall. Righteous anger filling his eyes.

"M-me! I had nothing to do with this! This isn't on the script!" As for Ren himself, he observed this being, uncertain what it was. Nora, hiding behind him. Scared of what was becoming of her friend.

"Gyaaaa-ughhhhh-kraaaa!" Pyrrha continued transforming in pain. Where soon she gained a large sharp toothy mouth. Eyes becoming similar like a mask. It then hit Ren on what was possessing his friend.

"Symbiote!"

By the time he said it, Pyrrha was no more. Instead, in her place, was a much taller, grey suited figure growling it's teeth at all of them. Without any hesitation, it lunged at them. Screeching that was heard all over Amity.

"Graaaaaaa!"

* * *

 **I hope you guys recognize that symbiote. It's definitely gonna cause more than just chaos. Having a history with one of the cast members as well. Either way, hope you liked the chapter.**

 **Next Chapter: January 21**


	6. Chapter 5

**Chapter 5**

Below on Vale's street's, inside a simple shop, a silver-eyed girl was eating cookies with a smile on her face. Sitting down in front of her was her uncle Qrow, the very man who taught her the way of the scythe. Right now, as always, the veteran hunter was drinking his regular flask. The two spending some quality time together as family.

"So...Ruby, how's things been going with you back on earth?" Her uncle asked while he took a few bites from a muffin.

"Wonderful really!" Ruby replied with a squeal. "I stopped some muggers, got a new outfit, ate some food from aunt May, and all other cool stuff." Ruby continued on describing all the fun things she did while visiting earth. Qrow listening in with some interest.

"Hehe, looks like you had a fun time. Hey, how's your pops handling the 'fun things' he does?" He asked his niece. It's been a while since he met his old friend, but Ruby should know what's been up with him. She did spend the day hanging with Tai before Qrow.

"Right, right, he was alright." Hearing her response, Qrow gave her a 'really' look. That broke her. "Okay, okay, okay,...so I may have….censored a few things from him…"

"Like the whole almost dying when trying to web-sling yourself. Or throwing up for an hour straight when you went over your cookie limit." He responded back, getting a small silent scream from Ruby. Hiding her face behind her hands as she blushed fiercely.

"Bullseye." Yeah, no doubt his adorable, but easily embarrassed niece would hide those humiliating moments from Tai. She wanted to look 'cool' after all, not humiliated. Plus, Tai would probably ground her from eating anymore cookies for a long while. Good reason to.

"Anywho," Qrow said, in attempts to move on from the awkward silence Ruby gave off. "How's Tai been doing? Haven't seen him in a while." This got Ruby's attention, who gave a small smile.

"Fine actually, in fact," Ruby glanced over her shoulder, then turned back with a look that just screamed 'gossip'. "I saw that with a interesting woman." Now that got Qrow to raise a few brows. Even stopped him from eating his muffin.

"Wow…..really..?" He received a nod, but noticed Ruby's little giggle. "Wait, why's it funny?"

"Because," Ruby started. "I noticed a raven nearby, that had a look that seemed alike to someone being jealous." Now _that_ got a good laugh from the both of them. It made Qrow wonder if Raven was taking peeks at Tai for some reason. That…..or it was really just a regular raven. Still, good for Tai. It was about time he found a good woman to date.

The two continued their talk once more, explaining the things that was going on with their lives. Qrow mentioning how he met an interesting old lady with blue robotic eyes. She was resting with some farm boy, the two under attack by some Grimm. As they were talking though, Qrow soon noticed many people looking at the sky outside the cafe. "Wonder what's up?"

Qrow and Ruby then stood up, leaving the lien, and checked what was going on. Both their eyes widening a bit, seeing that high above them, was the Amity Colosseum having smoke rising from it. At the corner of his eye, Qrow noticed Ruby grabbing her scythe.

"Woah there," He said while grabbing Ruby's hood, stopping her from moving. "Where'd you think your going?"

"T-to see what I can do to help." Ruby replied, wanting to help what was going on up there.

"Uh-huh. Sure." No way was Qrow letting her do that. The kid needed a break, not constant battling. Last thing he needed alongside Tai was a sweet girl who always battled. Sighing, he then grabbed Ruby and turned her around to face him.

"Listen Rubes, there's no need to do anything. See, look up there." Following her uncle's finger, Ruby then saw multiple bullheads flying toward Amity. They were most likely cops, and a few soldiers were seen with them.

"B-but, they could still use some help." she countered back. Qrow was having none of it though.

"No way. Listen, the law enforcement can handle it. _You_ on the other hand, just need to learn not every problem requires a hero." Their were officers for a reason after all. Not like every problem ended with a hero brawl. This was probably just some clowns messing up, trying to make a name for themselves or something. The good men in blue could handle it.

"Now come on, let's take you somewhere else. No need to always fight battles where your not needed. Okay." Ruby just looked back at Amity, then back at Qrow. She finally sighed and let Crescent Rose go.

"Okay. I guess we can go." She didn't like _not_ helping, but perhaps she could let this go. Spider-Man did tell her once a hero shouldn't get involved with _every_ problem that occured in the world. An advice his Other also agreed on. So….letting this go was fine.

"Good. Now let's go get some ice-cream." Hanging onto each other, the two then left the scene. Whatever was happening would surely be taken care of. After all, it wasn't like some monster was up their or whatever.

* * *

"Ahhhhhh! Get me _away_ from that monster!" Mysterio cried out as he was being carried by Ren and Nore by his armpits.

"She's not a monster!...just confused." Jaune retorted angrily. Though he did give a scared look when he heard another screech. Looking back, his face contorted to fear for his friend, seeing Pyrrha acting so violently. The now possessed champion raging in anger, destroying the walls with her wicked claws.

"Why did you even have a symbiote? Actually, weren't they all destroyed?" Nora shouted at Mysterio, wondering why he possessed such a thing.

"Hey, I just thought it was some dust crystal. Not some vile goop!" Had he known what that crystal really was, no way he would've bought it. He recalled what happened during the invasion on New York. He almost got infected that time.

"Whatever the case, we need to find a way to free Pyrrha." Ren replied. Ducking his head when a piece of metal almost pierced him. "...And also stay alive."

"I got it." Jaune said realizing what had to be done. "Nora, your hammer was enchanted with runes to use electricity now. Use that!" Electricity was one of a symbiotes greatest weakness. It could temporarily remove them from the host, saving Pyrrha.

"Alright.." Nora said reluctantly, not wishing to harm her friend. But will if it would save her. "Ren, take care of bubblehead, I'll handle this!" Throwing a whiny Mysterio onto her pal, Nora faced the symbiote and held her hammer out. Magnhild sparking to life, ready to separate the two.

"Take this you dum-dum goop!" The hammer went right at the symbiote's chest, electricity harming it and the host!

"Guaaahhhh!" Two screams, one symbiote, and one Pyrrha. The grey slime appeared to have temporarily removed parts of itself from the girl. Seeing her agony and pain hurt Jaune, but he still yelled out in order to reach out to her.

"Pyrrha, come on! You can do it! Your stronger than it!"

"J-Jaune!" Pyrrha's eyes found Jaune, but soon shut themselves tight as the symbiote regained control.

Screeching, the symbiote then grabbed Magnhild's hild, then removing it from Nora's grasp. Then, as revenge, used it against her.

"Zzzzzaaaa!" Feeling her own attack, Nora flew past Jaune and the others. Laying down twitchy, unable to move from the temporary paralysis. Before Jaune and Ren could do anything, they then saw the symbiote throw the hammer away, and morph it's hands into two long squirming blades.

"Raaa!" Jaune held out his shield as one of the blades slammed against it. He could already feel the shield straining under the strength. The second blade had Ren jumping out of the way with Mysterio. Glad it missed, as the blade easily pierced through the walls like paper.

"Tch! We need a new plan." Jaune stated. He then looked at Mysterio and had an idea. "Mysterio!" That got the man's attention.

"Summon some copies to distract it!" Normally, Mysterio would never listen to an enemy. Considering how a very angry symbiote was nearby though, perhaps he'll listen to the suggestion just this once.

"Fine." The hallway was soon covered with more copies of them. The symbiote unsure of what they were.

"Good, now let's get out of-" Jaune had made one mistake however. Like the Grimm, symbiotes had different senses from humans. Grimm could sense negative emotions. Symbiotes could sense human bodies. The illusion did trick it's eyes, but not those senses.

"Raaaa!" The symbiote instead sent a tendril lashing at Jaune, sending him flying once more into another wall. This time though, he was unconscious.

"Jaune!" Ren screamed. Mysterio suddenly squirmed out of Ren's hands, avoiding another tendril that also slammed Ren into another wall. All that was left was a twitchy Nora and incapacitated Mysterio. The symbiote didn't care if they were down though. It only wanted their death.

"Raaaaa!"

"Nooo!" Mysterio could do nothing as the walking nightmare stood right over him. It's claws enlarging, ready to eviscerate the crook into multiple halves. But just before it could, shots suddenly came out of nowhere, pushing it back.

"Raaa!'

"Fire! Fire!" From the hallways, soldiers came out. All confused about the monster, but put their fears aside to deal with it. Many men firing with dust rounds to put the freak down. The symbiote backing away slowly, not favoring the elemental attacks striking it's body.

"Sir! We have some civilians down! Orders!" The commanding officer looked down at these 'civilians'. His face turned into a scowl, noticing the three teens and the man lying down.

"Damn brats." He muttered. Team JNPR, he recognized them. A poster team that all training hunters and huntresses should strive to be. These youngsters were actually quite famous. Unlike team RWBY, who went into other dimensions, JNPR usually stayed in their own. Thus earning a bit more attention in Remnant, as they solved many crimes, and destroyed a bunch of Grimm.

This officer though, noticed that they only solved these problems by breaking a few laws. Honestly, he had nothing against heroes, but it vexed him that so many 'would-be-heroes' broke the laws _made_ to stop these crimes. No doubt these brats tried stopping this monster without alerting the proper authorities.

Not to mention seeing the bullhead made him figure out that JNPR undoubtedly broke the law by taking it for _good_ reason. He didn't care what Ozpin though, these brats will be going to the station to answer some questions. The officer believing the beat down they received was well deserved. Shows them that they shouldn't poke their nose in every sight of trouble.

On the bright side, the male in that strange get-up was probably a huntsmen. Nice to know someone was helping these brats, but probably brought down because of them. Children, ughhh.

"Get these kids in the infirmary. Have the man here protected, get information out on what this _thing_ is." Obeying, the men took the remaining members of JNPR despite Nora's own protests. As for ysterio, his legs were being treated, given an aura booster shot to help.

"Sir," One of the officers said. "Can you tell us what that thing is?"

For a second, Mysterio pondered what he should do. With his legs being healed, he could probably escape now, run to tell another tale. But…...even he didn't think he could escape with that thing on the loose. Those officers were holding it back, but for how long?

Conclusion, Mysterio should give some information to increase his chances of survival. Though the information would be his version. "Y-yes officers, I'll speak."

"I was up here when I noticed a strange creature wandering up here. Getting the approval license, I went here and discovered this symbiote."

"Symbiote!" Crap, almost everybody knew what a symbiote was. That invasion did tell them after all.

"Correct. I was about to contain it when those je-I mean, children interfered." May as well put the blame on them. Actually, when one thought about it, it was JNPR's fault. The symbiote wouldn't have been released had they just left Mysterio alone.

"So those kids really-Ozpin will definitely be talking to us after this." The commanding officer replied man always let his students do whatever they want. Broken bar, highway disaster, now this.

"Anyway," Mysterio continued. "The best method of attack is fire, sound, and electricity. That'll weaken it."

"Fire, sound, and electricity. Thanks for the info, glad to see _one_ huntsmen doing their job right." Huntsmen. Mysterio would have laughed had the situation been less dire. For now, he'll play the part as the hero. Standing up, Mysterio decided to bolster his image with a little help.

"Officer, I know your men are good, but perhaps I can help." The officer just stared at him, looking in Mysterio's eyes. Glancing back at the field, he saw that monster tearing his men apart. He didn't like asking help from an injured man, but maybe he could use the assistance.

"Alright, fine. You seem to know what to do anyway."

"Thank you sir. I just need some dust corresponding to its weakness to help ot. Fr now, this'll do." A wave of his hand brought out many illusions to life. Dogs, bats, a few flying eyeballs. The symbiote may _know_ their fake, but they would still block it's vision.

"Fancy semblance." The officer whistled out. Mistaking Mysterio's technology as his semblance.

As the battle waged on, Mysterio received his dust, and immediately went to work. Taking the rest of his firecrackers, he started to...improvise them. Adding the fire and electricity to really make a good impact. As for the symbiote, it was more than a little upset.

"Raaaaa!" The fake illusions, the annoying dust rounds now starting to hurt it, even the girl's will. It was taking a toll on it. Slowly becoming weakened. It then saw Mysterio, working on something. It's instincts warning it the man was planning something up. We'll, it wouldn't allow him.

Screeching, it started running up to him. The multiple tendrils hitting the officers back. Using the hosts shield to block back any dust rounds.

"It's getting closer! Keep firing!" More men unloaded whatever they had. The symbiotes skin becoming more damaged. It wouldn't stop, not yet. It still needed to fulfill its goal. The symbiote then spoke, using the name it learned from the girl's memory.

"Myyyysterriiiioooooo!"

"Huh!?" Turning around, Mysterio then saw the rampaging symbiote come off it's host, pyrrha falling unconscious from the strain. Then, like that, Mysterio only saw darkness.

* * *

...Rage. Hatred. Animosity. Resentment. Anger. That was all Mysterio could feel around him. His conscious drowned in so much emotion. Emotions that assaulted his very mind, threatening to tear him piece by piece.

His very sanity in danger.

"..." Then he felt something. Something greater than all of those spiteful negative emotions. Another that Mysterio actually understood.

Sorrowness.

It was then Mysterio saw it. Memories that weren't his, but the symbiotes. A planet, a world. Klyntar itself.

A world that seemed horrible to others, but peaceful, beautiful to the native species. Here, all the inhabitants of the world enjoyed themselves. Their lives filled with nothing but happiness, aside from the occasional violence one Klyntar made. Overall though, this world was their own. One that was truly safe for their kind.

Then _she_ came.

A woman who brought a traitorous symbiote, who put them under her rule. _Forcing_ them to obey her. The symbiotes were pushed into a near mindless state. Made only to do her bidding. Their way of life taken away.

Soon, they were forcibly reproducing _painfully_ , to make more of them. The planet's resources dwindling down. Then made to invade other worlds.

The hive-mind. Made them experience _everything_ that they did. The horrible screams their hosts gave out. The pain when a symbiote perished from existence. The cries they themselves gave out, looking for someone to help their kind.

….But no one did. Instead, something worse happened.

A scene came out. A vision that not even the symbiote itself knew how it attained. A silver-eyed girl, smiling. A smile used when she, and everybody beside her gave out, when their _home was obliterated._

The pain it, and every surviving symbiote gave out drove them _mad_. The explosion vaporizing the planet and all other symbiotes. Their peaceful home…... _gone_.

The remaining survivors forced into hiding.

Unsure what to do, the largest survivors were on a floating piece of their planet. Orbiting a strange broken moon. Here, one symbiote decided to leave. To enter the planet and gather materials to help their dying species. Entering a crystal and sent onto the planet, where it was discovered by an old man.

It's purpose…...to save the remnants of it's home, and kill the one who brought their race near extinction.

* * *

"Ahhhhhhh!" Mysterio finally gained conscious. Those emotions almost destroyed him. Had it been not his will, he may have perished. He could now see why that red-haired lass was in pain.

" _You! You dare resist!"_ Mysterio then heard a voice, a violent throughout it's head.

' _W-who are you?'_ Mysterio mentally asked.

" _Me? I am number 678 of the Klyntar line. And you….will die."_ Another attack on his psyche. It made Mysterio mentally scream in pain. It was like someone had a jackhammer set on high, and used it on his skull. Then, placed screeching howls near his own ear.

' _S-stop! P-p-please!'_ Mysterio begged.

" _Why should I, you human scum?"_ The symbiote answered back. Refusing to let another human get away from deserved punishment. Luckily for Mysterio, the attack on him stopped, as the officers were now shooting at the symbiote covered villain.

"Damn it. It got him. Use the electric dust rounds, now!" The head officer said. He was upset he'd be using it on the hunter helping them, but he had no choice. The symbiote just scoffed, and ran away. Taking the device Mysterio had been working on while pushing the nearby officers away.

As for Mysterio, he had no idea what to do.

He was trapped inside a psychotic symbiote that would no doubt torture him when he was done escaping. While Mysterio was strong, this symbiote was even stronger. The rage it had fueling its own ambitions to destroying the humans. With Mysterio being the first one in line.

Unless….

' _H-hey...symbiote guy..'_ This would be a risk, but perhaps it could work.

" _What is it scum."_ It responded by sending more pain on Mysterio. But the illusionist master held out, ready to save his own skin.

' _I-i j-just had an i-idea. If y-you let me go, I c-c-can help you kill m-more humans.'_

The symbiote thought about this. It didn't like a _human_ of all species telling it that they could help….However, it sensed no lie from the meat-sack. Plus, the destruction of those genocidal species pleased it. Still, to be safe…

" _Let's see what you're planning."_ Mysterio then felt a prying eye enter his mind. Someone peeking through his memories, observing them and the plan he came up with.

" _I see…...That is a good plan."_ Yes, that could work. It would avoid these annoying officers, then use this man's plan to kill a whole pile of flesh-bags. There was also the plus it would also kill _her_. The devil that destroyed it's home. Seeing the memory of her in this human's mind.

" _Very well human, I'll let you go. Betray me though,"_ It then sent Mysterio another mental shockwave. _"And you'll find yourself no different from a vegetable."_

' _U-understood.'_ With both in agreement, the symbiote then started ripping the floor apart. Jumping into the hole, it proceeded to do the same with every floor it landed on. The officers following uncertain on hat they could do besides firing at the hole made. Soon enough though, the alien-human- duo found themselves in a very special part of Amity. The gravitational controls.

"Hehehehehe," The symbiote, using Mysterio's voice laughed. "Time for what you would call...the show bringer." In its hands, was the very thing Mysterio was about to use on the symbiote. The fusion of all the firecrackers and dust that could have killed it off.

Instead, it's purposes would be used for something more sinister.

"As agreed, you are free to go." The symbiote said as it attached the bomb to the main core of the machine. Soon slithering out of Mysterio, but not before saying one last thing. "You better start running though. Because this will be a blast."

The symbiote soon left, leaving Mysterio in the room. The crook figured the psychotic alien would no doubt survive somehow. Just as he should.

Taking a look at the core, Mysterio wondered if he should remove it. A thought made him against it however. "Ehh, not my problem."

From his bag, he took out a container holding the now recharged rocket and drill wisps. These two would help him leave with no problem. First however, he needed to do one last thing.

* * *

Down below Vale, the many citizens have become worried of what was going on above Amity. More smoke had escaped it, and multiple officers were making their way toward it. On a few bullheads were actually a few huntsmen. Whatever was happening was definitely big. But surely it would be stopped….right?

Then they heard it. A sound so huge, it harmed everyone's ears.

"Ahhhhhh!" Screams were heard all over. For in seconds, the great floating colosseum had been brought down with a _massive_ explosion coming from the bottom. The entire thing falling down, multiple pieces of broken metal landing all over.

The only good thing was that it would fall somewhere around the Emerald Forest. The symbiote that caused this not noticing the position of the colosseum at all. Still, a great number of damage was about to be caused. Not to mention a small part of Vale would be covered with broken metal all over.

Around the city, many wondered what could have happened. Who did this, how, and why? There answer was given by a strange mist that escaped from some flying object that was too far away to identify. It read: Mysterio.

Of course, many in Vale had no clue on who that was. They never heard of this 'Mysterio' fellow before. Was he some terrorist? A new villain taking the place of Roman Torchwick? Nobody could be certain. However, a few recognized that name. One of them being a silver-eyed girl in red, who just clenched her fist.

* * *

"Huhuhuu! Please, leave me alone!" A lone man said, frightened by the being that chased him. The being however, refused his plea, and struck. "Gr-aughhhh!"

The man slowly transformed, turning from a regular civilian into a full blown monster. A giant grey seven foot symbiote full of anger and sadistic tendencies. Silencing his host by simply crushing his mind.

When the mental cries of the man as done, the symbiote then looked afar, seeing a great fire from a place he'd just visited. "Tch! Guess I should have planned that out more. Only those officers were there."

As stated, only the law had been up there. The injured, which included team JNPR and other officers, had been sent down. Still, the fear it felt around it and screams satisfied it quite a bit. Its attention however was on something else.

"...Ruby...Rose…." This was the name it scavenged from that lowly human before it left. The name of the symbiote slayer. Gritting its teeth, the symbiote swore it would gain his revenge one day against the girl. The young rose unaware she had gained a new personal enemy.

For now though, it would wait. Thinking back, the symbiote put revenge off for now. Its remaining species _needed_ it. As such, it would do what it could to help them. Besides, it could also sense other of its kind somewhere on this planet. Requiring his assistance.

Still, how could the symbiote help them. Focusing, the symbiote checked the remnant memories this man had, and discovered he was a worker in some place called the Life Foundation, a birthing company here on Remnant, whose goals were to finally reach the stars. The worker here, having just been on a trip when he was discovered by it.

Smiling, the symbiote returned into its hosts form. This...company could help it out. Find a new home for its species, so they may thrive again. It would be quick though, as currently without resources, the Klyntar could do nothing but enter a hibernation state. The symbiote having around a year to do its job.

Still, it was certain it could do it. After all, it was the leader of its kind, the strongest. Those flesh-bags having not witnessed it's true strength. If anyone got in its way, it would cause a **riot**.

One thought did enter it's mind though. Looking at the stars, it recalled those two self-proclaimed symbiote goddesses, Salem and Toxin. The symbiote sneered at the thought. It couldn't kill those two, but soon, very soon, _he_ would meet them. The one his ancestors tried so hard to keep within their planet. The _true god_ of the symbiotes. The symbiote actually pitying the false gods.

"Whatever the case, time to get back to work." It said, leaving the area.

* * *

 **Look who made a combat return. The symbiote known as Riot. Now Ruby has a new enemy. And of course, Cinder and Salem may face a future threat in the form of an actual symbiote God. Wonder how that will end. Either way, hope you liked the chapter.**

 **Next Chapter: January 25**


	7. Chapter 6

**Chapter 6**

All over Remnant, the news outlet was giving information about the terrorist action that occurred just yesterday. The Amity Colosseum, destroyed, sent crashing into the Emerald Forest. No survivors. The fear the citizens gave off was great. After all, who's to say something like this couldn't happen again. As for the culprit, the people only knew their name.

Mysterio.

Many around Vale assumed he was from the White Fang, a message saying they were back. Others believed it was just an accident, and this man was just taking credit. One theory was that aliens were invading.

Whatever the case, people were scared. The attack causing the Grimm to take advantage, sensing the turmoil the citizens gave off. Already a few huntsmen were given orders to help deal with the numbers. The unfortunate few out there already taken away.

At Beacon though, things were silent. Because of the attack, the school had entered lock down. Most of the city told by the council to stay indoors. Police on the hunt for this criminal mastermind, having no hints of who he was. But a group of children and adults already knew the answer.

"Mysterio. That's one of the names Peter told me. He's the one behind this." Inside the Beacon tower, there were a few people inside already. Talking about the events from yesterday.

Ozpin, Glynda, Ruby, Weiss, and Qrow. Ozpin had contacted all of them, wishing to know who had the audacity to do such a stunt. Ruby herself, already explaining of what she knew about Mysterio.

"So," Qrow began, a bit irritated. "You're telling us, that some nut job in a lame costume, is the one behind all this? I need a drink."

"Qrow, take this seriously!" Glynda remarked to the drunk man. Weiss herself also scowling at his loose attitude. "This man has already destroyed one of Remnant's most notable attractions. Many people were injured by this, and multiple dead."

"Right, right." His answer angering the huntress.

"Whatever the case," Ozpin began, not wanting another argument. "Vale is already on high alert. However, I am far from feeling satisfied knowing one of Spider-Man's enemies is here. Now, do we have any information about him?"

None of the occupants in the room had an answer. For while they knew who Mysterio was, it really wasn't much. All they had on the guy was that he created illusions, fought Spider-Man, and was annoying. Not exactly a good amount of information in truth.

Glynda's scroll gave off a small alert. Taking it, she spoke and talked to whoever was on the other line. Minutes passed and all the other occupants of the room noticed her face turning from serious, to shock.

"...I see, thank you for telling me this. Good-bye." She then turned off her scroll.

"Glynda, who was that." Ozpin asked.

"That...was the Chief officer in Vale. Telling me four of our students, team JNPR, are in their holding cells."

"Huh?"

"What?" Both Ruby and Weiss were surprised by the news. Why were there friends in a cell? No way their sister team did anything bad.

"Any reason Rubes and Ice Queens friends are there?" Qrow asked the headmistress. He may not have known JNPR like Ruby, but he still knew those four couldn't possibly do anything bad to deserve jail time.

"Apparently they were both in Amity when the whole thing started." She answered back.

"If they were up there, then they surely met Mysterio."

"Exactly." Weiss said agreeing with the headmaster. "Perhaps they discovered some of Mysterio's plans."

"...Actually, they didn't. According to the officers, they were all unconscious when they were found. Aside from Mr. Arc and Ms. Valkyrie, both Lie and Nikos have been quite injured. Ms Nikos more so, having not woken up at all."

"Oh my gosh, what happened?" Ruby said worryingly for her friends.

"According to the officers….a symbiote was up there." The news didn't bode well with all of them. Qrow himself just drinking extra, as he and everyone else recalled an early adventure involving those things.

"I can assume it means one of them possessed the students." Ozpin stated dead on. Glynda nodding on his assumption.

"Correct. It was Ms. Nikos." Ruby's face contorted in anger. She shouldn't have listened to Qrow. Had she just gone up there, then surely she could have stopped Mysterio's plans. Now her friends were in a cell, with Pyrrha in a coma.

Weiss noticed her partner's emotional state, and simply placed a hand on her shoulder. Calming her. "Huh. Aside from that, is there anything else we know Ms. Goodwitch?"

"There is." She affirmed, continuing her report. "Mr. Arc had woken up a while ago and gave his testimony on the events. Naturally the police didn't believe much, but I think some of it is true. In fact, this should interest you Ms. Rose."

"Interest me?" Ruby questioned.

"Yes. Because according to Jaune, this Mysterio fellow had something he described as 'altered' wisps." Altered wisps? That should be impossible! All of those aliens had left Sonic's world and went somewhere else. No way Mysterio could get his hands on them.

"Also," Glynda continued on. Bringing more bad news. "During the early fight, Jaune also reported Mysterio had aura."

"...well that sucks." Qrow somebly said. Apparently it was 'Getting your Aura day' or whatever shit. First Goblin, Venom, Carnage, now Mysterio. Probably wouldn't be long before that guy got his own semblance. Making him already more difficult to deal with. He needed another drink.

"Whatever the case, we need to act now. Mysterio is already causing more trouble than we need. Especially with his last action on earth." Ozpin said, earning him a few looks confused by his last words.

"Last work? Can you explain what you mean professor Ozpin?" Weiss asked the headmaster. He responded by handing her his scroll that was connected to the newly improved CCT tower. Now capable of inter-dimension signals.

"It seems young Parker's enemy has been quite busy." Looking down, Weiss soon saw what he meant. It actually shocked her what the scroll said. A part of her actually wanting to believe it was fake. Then all she had to do was remember yesterday's event.

"No way….you're telling me-us, that Mysterio did this…" Hearing her tone, Ruby took the scroll and read what the heiress found. Like Weiss, she was also rather surprised by the report Nick Fury sent Ozpin.

"No way, he broke into the Triskelion and actually _escaped_." Qrow actually spit some of his drink out of his mouth, ignoring the glare from Glynda.

"Wa-wait, he did what?" Taking the scroll, re-read the information that the two had read. He was unprepared for this kind of revelation. Especially with the report on who Mysterio battled.

"Shadow, Widow, and Schnee!? How'd a guy like him do this?" Wasn't he in jail actually. No, the real question was how did a guy who's always beaten, do all of this? Because somehow Mysterio faced the ultimate lifeform, an avenger and top agent in S.H.I.E.L.D., and even a specialist, and _beat them_.

"I'm not certain, but this isn't what worries me." Ozpin told them all.

"Can you please explain sir?" Glynda asked her boss. "Because so far, we've seen a villain that's usually seen as a joke...do crimes that one would expect from someone, well…..better."

"True that Oz. So be a pal and give it straight." Sighing, Ozpin motioned for his scroll back, which Qrow gave back. Tapping it, he then showed them all a picture of dimensional readings.

"You see, what you all said is true. I've never seen a crime this big, and neither has S.H.I.E.L.D.. The true problem however, is this Mysterio's plan." It was then it all dawned on them. Breaking into the dimensional portal, destroying Amity, and then these readings. Readings that stated multiple people had entered their dimension. All after Mysterio's stunt.

Yet they still had no clue what Mysterio's plans were. Ozpin though, seemed to have a theory.

"I believe….that Mysterio is aiding with a possible invasion on Remnant. And is merely 'setting the stage' to do so." Naturally, this got some angry remarks.

"That's preposterous. As if some guy in a bubble mask can do such a thing."

"Sir, are you certain about this?"

"Come on Oz, that's gotta be some joke, right?"

As they all argued a bit, one voice snapped them out of it. "Quiet!"

Silencing them, everyone in the room turned to one Ruby Rose. A look of determination on her face. Currently, she was typing away on her scroll, sending a message. Looking up at them, she then spoke. "I just sent Blake and Scarlet a message, updating them. But that isn't the problem. This is."

She then pointed outside, where helicopters were flying everywhere. "It doesn't matter how Mysterio did all this. It doesn't matter what his plans are. What _does_ matter, is us stopping him."

Mysterio was Peter's enemy, but right now, he was Remnant's problems. Spider-Man and Sonic doing other activities at the moment. While Ruby could call them along with her sister, Ruby didn't wish to have them help with _their_ problem. That didn't mean though they were going alone.

"Now," She began, everybody listening. "I called in a few other guys to help. Lucina, Logan, and Tails. Together, we're going to find Mysterio, and end whatever scheme he has. Starting now. In which case….are you with me?" An answer wasn't even needed. Every single ally of Ruby simply gave a smile with a knowing nod.

"Good. In which case, let's get started."

* * *

"Man, this is boring." A day since the disastrous event from yesterday, Mysterio himself had just finished beating up a bunch of would-be thieves. Or, to be more specific, gassing them all into a long slumber. These clowns actually thinking they could _hurt_ him. How absurd.

"Now then, where's is that guy?" After yesterday, Mysterio was back in full health. Aura in tip-top shape. With a good night's rest, a quick fix of his helmet, Mysterio now wandered the closed streets of Vale. Avoiding any cops that may or may not know him from yesterday.

As for his destination, it was a man who had his ears on the ground. His investigating from this morning telling he was located in a club. One he know located, seeing the small lights and guards. "There it is."

Walking up to it, the guards tried stopping him, but a quick gas making them complaint made them easily let him in. Opening the doors, the great mastermind let out a great shout. Earning the attention of the entire floor.

"Hello! The great Mysterio is here!" He said at the top of his lungs. Using his special effects to make his entrance that more awesome. Who said heroes were the only one who could bring in a show.

Naturally, the entire room went quiet hearing his name. Mysterio, the one who supposedly caused the events from yesterday. Actually crashing down Amity. Naturally, this got two responses. The first being the people looking away, hoping not to get involved. The second-

"Ohhhhh. Big bad Mysterio huh? Or just a clown trying to take credit. Let's show our guests how we roll boys." Some thugs who naturally didn't believe him. Carrying metal pipes and guns, the men here trying to prove themselves superior. The one most likely leading them, a thug with too many piercings, held a sword at Mysterio's chest.

"Now then, oh great one." The thug replied sarcastically. "You have quite a fancy suit. Why don't you give it up and we'll, hehe, leave you alone. For a price."

Mysterio just hummed, pretending to think about the man's command. Than gave the two-rate thug his answer. "How about no."

With a snap of his fingers, all four of his altered wisps came out, freaking the audience. Another snap summoning a bunch of disgusting monsters right near him. Obviously, they were illusions. The people here didn't realize that though. As such, many soon let out startled screams and started backing away.

"W-what the hell." The lead tug himself, was also rather shocked by these monsters appearance. His bravado from earlier gone, now replaced with fear and regret. Something Mysterio quickly took advantage of.

"Now then, leech." Mysterio said mockingly at the frightened man. "You will leave this fine establishment, placing all your valuables here. Otherwise, the consequences will be…. _Dire_."

"Y-you don't scare me. Isn't that right guys….Guys?" The thug then looked back, seeing all his boys dropping all the loot they had and other valuables. The men not wishing to get involved one bit. After all, if this guy, who's destroyed an entire colosseum in one day fought them, it was clear who would win. Best to leave with their lives intact.

"You cowards!" The thug cried out.

"Cowards." Eyes widening, the thug then turned back facing a now intimidating Mysterio. "No child, those men aren't just cowards, they're smart. Something you clearly aren't." Mysterio clutched the thug by his throat, and lifted him up in the air.

"Now then, I think it's time you left the stage." Mysterio pulled back his arm, and threw the thug out the window. The rest of his entourage following behind.

"Hehe, all in a good day's work. Now then…." Turning back, all the people still inside stepped back. Ordering his wisps, the altered aliens soon started grabbing the loot, his illusions disappearing, but having done their job.

Mysterio then walked up to the bar, undisturbed. There he met the one running the place, a man called Junior. "So….Guess you want some intel."

Chuckling, Mysterio just sat down, waving his hand for a drink. Complying, Junior did as he was told, not wishing to get involved with any madness this guy could bring. And to think, he feared Torchwick once.

Grabbing the drink, a small compartment opened up, letting Mysterio drink without problems. His wisps following him, having put all the loot in bags. With a simple hand , he had the little guys place all the cash on Junior's bar.

"Junior, let's make a deal." The man then looked up at Mysterio's covered face. He wasn't sure why, but he swore he could see another face in it. Laughing at him all the way. Damn. This was gonna suck.

* * *

Outside the bar, the thug from earlier was in an alleyway. Cursing.

"Damn that asshole! Dare make a mockery of me!" He kicked down the nearest trash can upset. "I'll kill him!"

"And how would you even do that?" Stopping his tantrum, the thug then saw someone in the alley. A strange man in a metal mask, a dark brown hooded robe with no openings, and brown/dark blue gauntlet.

"Who the hell are you?" The thug asked.

"Who am I? There is no need to answer that. I just want your...assistance in something."

"He! And why should I help some pansy like you." Less than a second later, the thug found himself pinned to the wall by the robed figure. The guy moved way to fast, then, a resounding sucker punch was thrown into his gut.

"Guhh!" Falling onto the floor, the thug had no idea what to do. First Mysterio, now this guy. Then, the stranger lifted him up by the collar, slamming him onto the alley wall again. Only this time, he held a knife right near his own eye.

"Now then, I hope you do listen up. Because trust me, I am more than willing to find another pawn. Do you understand?" The thug quickly nodded, frightened.

"Good. Now then, have this." Tossing him a strange syringe, the thug looked at it closely. He wasn't sure why, but the liquid inside seemed….unnatural.

"And...this is…"

"A power booster made by a certain Goblin a few months back." The stranger explained to the thug, who recoiled in fear. The Goblin. That lunatic almost destroyed their reality. In fact, the guy's army nearly killed him. The stranger however continued speaking, ignoring the man's recollection of those days.

"S.H.I.E.L.D. and Beacon confiscated much of it, but I was able to get a few before they were destroyed. And that, will allow you're re birth." The thug then just glanced at the stranger, uncertain of this.

"Okay...but why me? What do you get out of this?" The stranger said nothing at all. Instead, leaving quickly among the shadows. Only leaving behind these simple words.

"I just want to see how'd you do against this Mysterio fellow. He interests me." Then like that, he was gone. As for the thug, he was still dubious about this booster. However, remembering the turns of events made his uncertainty go away. Without waiting, the man gave himself the shot, then fell onto his knees. Feeling the power entering his system.

"Rrrrrr-raaa!" His body soon started morphing. Turning into something else. His very skin started burning up. His hair turning into flames. It wasn't long before all his clothes burned into ashes, leaving him nude. But the thug didn't mind. For he had gained something far greater.

"Hahahahaha!" Standing up, he then looked at himself. His very body covered in flames, yet the fire didn't even hurt. He was like some fire man….or, "Molten Man."

Yes, that was his name. His new name. He would now take revenge on all those that wronged him. Starting with that clown Mysterio.

Above him, the new Molten Man was unaware of the stranger looking down at him. It didn't show, but behind the man's mask, a smile was there. Soon, he would get his revenge. But to do so, he needed a test subject to see how strong these boosters were. If they did well, he'll use them for the final plan. Until then, he was content with just watching. Waiting.

Until Spider-Man was brought onto his knees dead.

* * *

 **Looks like we have a new contender in wanting the Spider dead. Man that's a lot. How many villains what him dead? Also, Mysterio has a new enemy, but i's unlikely the man will be remembered.**

 **Next Chapter: January 29**


	8. Chapter 7

**Chapter 7**

If there was anything Mysterio loved, it was riding in luxury. "Ahhhhh. This is the life."

Currently the now infamous villain was on a nice train leading all the way to Atlas itself. With the information he paid Junior, the broker got him a first class ticket to the kingdom, an entire section to himself in fact. Fancy little drinks, good food, and space to just relax. Now this was the comfort a show man like him deserved.

As he sat down, Mysterio gazed at his altered wisps, who were quite busy chewing on some chairs. Whatever mad man turned them into this, made them quite barbaric. And he thought those Nega-Wisps were bad.

Still though, while Mysterio liked the ride, it was a bit boring. He would turn on the t.v., but there wasn't anything really good on. The shows having settings and terminology he didn't understand.

There was the news though, explaining his exploits on the disaster he sort of caused. While that was a bit fun to watch, it soon got boring. "And it's still a good long while before I reach Atlas."

Sighing, Mysterio decided his time could be spent planning his next move. Importantly on his goal once he reached the icy kingdom.

Taking out a few sheets of paper, Mysterio started with his contact Junior gave him. Before he left the club, Junior got him a man that could help build him a dust powered suit, something loathe he is to say, couldn't do on his own. It was best to have someone who knew dust do it.

Once he reached Atlas, Mysterio would then start his crime spree. Specifically on taking the high quality dust in the SDC factories.

According to Junior, the man in Atlas could make the suit, but was unable to get the dust. As such, it fell into Mysterio's capable hands to do it. Not that he minded. He did recall hearing that Tony Stark actually sent a few 'toys' there for business matters. May as well clear a few off the shelves.

One he got all his new 'playthings' he could give the dust for the suit, and initiate the next part of the plan. All he had to do now was just figure out how to break into the SDC. Had it been a year ago, it would have been easy. But with the aid of the dimensions, their defences just got upgraded.

"Still, nothing that the magnificent me can't do. Hahahahaha!" With all said and done, Mysterio went back into studying whatever he could on the SDC defenses and guards. He was a show man, but he also liked planning out everything to the finest detail. No way he would make a mistake. His daughter's life was on the line.

* * *

"So, you saw that strange dude, right? Wonder if he's a huntsman."

"No idea, but he seemed quite interesting."

"Yeah. He looked tough to, if not a little silly. Rich as well. I heard he got the entire first class section to himself."

"Seriously. Man, that's crazy."

In the other sections, there were many people also taking the trip to Atlas. Unlike Mysterio, they were just common riders. Still, he was the talk with his high purchase. The people also talking about the disaster in Vale, those riding now glad they were leaving into Atlas. Feeling much safer that they wouldn't be in an area that could cause more damage.

"Heh." One man however, cared not about Vale's circumstances, or even these people in general. No, he only had one goal in mind. A goal he would achieve alongside the rest of his men, when they captured the man they were looking for.

Standing up, he then walked to where he was. A few passengers noticing him, and wondering who he was.

"Hey, is that guy a huntsman?"

"No clue, but I like the outfit. Especially the lady in red that came with him. She was a babeee."

"True that. I especially like the skull mask he's wearing."

* * *

"...and there, this should do it. With the right timing, nobody will even notice I'm there. A job well done as always." After hours, Mysterio finally came up with a plan to infiltrating the SDC. In a matter of time, he should possess more than enough top-quality dust for the suit. Not to mention the extra dough if he got the new technology the company had."Anyway, I guess it's time for bed."

"Oh, but why now. Surely you can stay up a little longer." That voce! Any sign of weariness Mysterio had instantly vanished. Any signs of caution also rose up when he heard her.

"So this is the guy daddy wants, huh. Not gonna lie, he doesn't look much." Turning around, Mysterio faced his new guests. It wasn't the fancy serving lady.

The first was a strong built man, wearing black and grey and made of muscles. Having a tough, intimidating demeanor, and the experience of many fighters. A top mercenary, and could fight Captain America himself on even ground. The most notable part being the skull mask he wore. Crossbones.

The person near him was a dashing woman with luscious red lips and hair. Her looks however, told more than just a fine red gem, but also a deadly killer. If you lowered your guard around this so-called damsel, you'd soon find yourself swimming in the bottom of the ocean. Sinthea Shimidt, or 'Sin' for short. Daughter of the Red Skull. Who also happened to be one of the faction leader of Hydra like Madame Hydra. Though he was one of the more ruthless ones.

"H-hey, what are you guys doing here?" Mysterio said nervously. "I didn't think the Skull had any business here."

"He doesn't." Crossbones responded.

"But, daddy is quite interested in you." Sin said, holding a small, but powerful caliber gun in her hand. The bullets easily capable of making a nice hole in his helmet and head.

"M-me? What about me?" Seriously, what did Mysterio _do_ to get the Red Skull _himself_ sending his agents after him? I mean, he didn't do anything except-oh crap!

"Judging from your silence, I bet you finally realized why we're here." Crossbones responded, quickly snapping his fingers. From nowhere, a whole bunch of Hydra goons wearing the green and yellow suits, disastrous in Mysterio's opinion, holding blasters at him.

"..Unfortunately I do…."

"Good." Sin said eagerly. "Now, why don't you tell us how'd you do it. Break into one of the most secure places on the planet, and what secrets you took." Okay, the first part was easy to tell. In fact, Mysterio gladly gave up that information. A Hydra goon writing down Mysterio's epic story.

As he spoke though, Mysterio was thinking of something else. Mainly, how to break it to these strong, and quite violent, people, that he didn't take any secrets at all. He had only been there for the portal, nothing more. Hydra however, seemed to believe otherwise. Actually, what made them think he did take anything, and how'd they know?

"U-um, excuse me...but can I ask you a question?" Sin and Crossbones looked at each other, then checked back at Mysterio.

"Sure," Sin said. "But make it quick."

"O-of course." Mysterio answered back. "Alright then...um..I was just wondering how Hydra knew what I did. I mean, I'm certain I kept my cover quite well, and that S.H.I.E.L.D. wouldn't just blab about my crimes."

"Oh, that." Sin said as if it was the most obvious thing in the world. "Are you kidding. S.H.I.E.L.D. tried their best, but word got out what you did. A bunch of people calling it the crime of the century. How you single handedly beat two top agents and even that rat calling itself the 'Ultimate Lifeform'. Those losers in the underworld talking all about it."

"Personally, I think it's a bit exaggerated. But word says otherwise." Crossbones snorted.

Mysterio had to admit, on one hand, he was pleased that his crime got out. Now everybody knew what he did. The accomplishment. The greatness he had done. Granted, the whole beating down those three was exaggerated, but who was to say Mysterio was taking it back.

On the other hand, now everybody who was anybody knew what he did. And from how Hydra literally chased him down a dimension, they assumed he took something. Which...actually was understandable. I mean, come on, who _wouldn't_ take whatever secrets or power S.H.I.E.L.D. had locked up. Had Mysterio not been chasing his daughter, he may have done what all these other criminal organizations assumed. Now, he had to tell them he didn't-resulting in a very possible death for wasting his time.

He needed a plan. Now. Some lie to throw them off, one believable enough so they wouldn't shoot him into swiss cheese. Taking a glance at his notes, an idea came into mind.

"W-well," Mysterio stammered, rubbing the back of his glass helmet sheepishly. "I'm glad my exploits are being told. Now then...for the other thing you wanted.."

"Yes, the secrets you took. Give it." Crossbones demanded. The agents holding their blasters a bit closer than before.

"Correct correct," Oh boy, hopefully they bought it. "Hehe...you see, I don't….have those secrets, actually, I…...ughhhh." Damn, he talked to weirdly. Acted like some teenage brat asking his date while hiccuping. What was that? He was an actor! Why'd he say it like that?"

"Excuse me." Sin said coldly, holding her gun a bit closer than before….Right on top of his head. That's why he spoke nervously. "What do you mean no secrets? Did you just break into the Triskelion for nothing. Wasting our time!"

Oh snap! She was about to order the kill. Speak, speak! "N-n-noo! I mean, I have no super top-secret intel...b-b-but I did take something from them. J-just hear me out!"

"Then say it. Now!" The gun was touching his helmet!. The gun was touching his helmet! Speak fool!

"I-i...took an energon amplifier. Used t-to convert energy to power a person up. I swear-I swear." The moment of truth. Either they bought it, or didn't. Resulting in a very messy end. The agents of Hydra looking at their leaders, eyes asking if they killed Mysterio now. Seconds passed by, but felt like hours to Mysterio. Cold sweat drenching his spine, goosebumps all over his arms.

"...Interesting." Sin said, holding her hand down, all the blasters lowering. "An energon amplifier. And you said it can power a person up?"

Holy shit, they bought it! Okay, just act natural. "Y-yes." Bad start, but hey, he was alive. "In fact, I actually have it right now. Disguised as...this!"

Grabbing his bag, Mysterio took _it_ out. The amulet his master gave him. The very item that Mysterio hated, but needed for his survival right now. Crossbones and Sin, just looking at it unimpressed. Then again, they have seen items that looked mundane, but could do incredible things. Sin herself taking it off Mysterio's hands.

"So this is the amplifier. Not gonna like, I was expecting something more techy." She bluntly stated.

"Yeah. But this could use magic nonsense and all that junk. I just have one question however," He then turned back to Mysterio. "Why haven't you used it yet. And for what reason did you blow up that colosseum.

Maybe Mysterio shouldn't have signed his name during the disaster. Actually, it was probably through that these guys found him. Mysterio didn't know it, but he was dead on. When Hydra came looking for him, they instantly saw Amity crash down with his name written all over. Literally. All it took was a little threatening and investigation, leading them to this train.

Along with a very broken down club with the the owner crying over it.

"U-used it. Oh that." He already came up with a plausible excuse. Just needed to sound confident. "Well, for the not using it part, it's because….I had no energy to use it for. Yeah. In fact, I was going to the colosseum because I heard it used a _ton_ of gravity dust. Some brats however tried interfering. So I sent a little message to them and the public, for those who may get in my way."

"Oohh, that's pretty nice. Destroying a famous landmark or whatever definitely sends a message." Sin complimented the crook. Had he still not felt like his life was in danger, he may have felt happy. As for Crossbones, he was staring at the amulet, then noticed the notes Mysterio had, taking a page.

"...SDC...dust…." The eyes behind his mask gained an understanding. "I see, this is your goal. With the colosseum in ruins, your gonna go to the SDC and take as much dust for the amulet, aren't you."

A complete misunderstanding, yet it was one Mysterio will take advantage of.

"Correct. That's why I'm planning for the invasion. Where I would soon take all the dust and any of Stark's tech, and make a getaway for it." Sin looked pleased at the idea. However, her eyes told a different matter.

"My, that _is_ a good plan. But...there's just going to be a change in it." Putting the amulet around her neck, Sin held the gun once more near Mysterio's forehead. "You'll definitely do your part, but it won't be for you, but for Hydra. Refuse, and...I think we all know how it ends."

Mysterio just nodded like his life depended on it. Which it technically did. Giving Sin a satisfied smile and Crossbones a menacing chuckle. Pleased they now have a good servant for the time being.

"Good. Now get some rest. Tomorrow's going to be a long day." Crossbones told the rest of the goons. By morning they'll have reached Atlas. Then they would start their newly acquired plan with their 'partner'. With Mysterio rapidly worrying how'd he get out of this mess.

* * *

"He's what!" Yelling at the night, was one Weiss Schnee, upset at the news she was told. Besides her was none other than her newly arrived sister, Winter, who was also looking none to pleased.

"Sheesh, no need to yell. I'm right here bub." As for the messenger, Logan, aka Wolverine, he was busy rubbing his ears. Man did that girl scream.

"But what your telling us is that this, this, lunatic, is heading straight for Atlas." Weiss angrily said, not too sure how to take the news.

"Calm yourself Weiss. This is unfitting of a coming heiress." Her sister Winter told her younger sibling. Weiss doing as she said and looking a bit ashamed, having yelled out like that.

"Still, even I'm not exactly happy by this. What are the chances your mistaken Logan." The gruff man just scoffed.

"Hey, the nose knows. And it's telling me that Mysterio is headed to Atlas. But if you want more proof, just ask them." Pointing behind him, Weiss and Winter saw Qrow and Ruby coming by. Both having news to bring.

"Ruby." Weiss said walking near her partner. "How was your search? Okay."

"Yeah Weiss, I'm fine." Ruby replied. She then noticed Winter, curios why she was here. "Hey Winter, nice to see you."

"Likewise Ice Queen." Qrow uttered in a drunk tone. Earning a look of disgust from the Schnee, and a smirk from his drinking pal. "So, what are you doing here. Wanting payback for the ass whopping Mysterio gave you."

Calming herself, Winter just gritted her teeth before speaking. Though adding in her mind to freeze the man's flask when she got the chance. " Fine, Qrow."

"I'm just here because there has been an increase of dimensional activity here. Both Ironwood and Fury wish for me to investigate." She then turned toward Ruby, rather speaking to her than the drunk. "So did, you two find anything?'

"Of course." Ruby stated before Qrow could argue back. We checked around, and found a bar that Mysterio has been to. Well, was a bar."

"Let me guess, Mysterio." Logan inputted, believing Mysterio was the cause.

"Actually, no." Qrow taking the time to give the news. "In fact, it was Hydra."

"Hydra!" Even Winter couldn't hide the bewilderment like her sister. For what reason was Hydra doing here? Surely they weren't working _for M_ ysterio.

"You think their partnering with Mysterio, or something else?" Logan, not wanting anymore wasted time, went straight for the point. Qrow giving them the answer they all wanted.

"Honestly, I have no clue." Qrow sighed, also confused as the rest of them. "All I know is that there searching for him. I can't be certain if it's because they want something from him, or some other crap. That's all I got."

"In that case, what do we do now?" The young Rose asked. They knew Mysterio was headed for Atlas. Why, they didn't know. If there was a chance he would do something like yesterday though, they couldn't allow it. Especially if Hydra is in the mix.

"For now, we just rest." Winter told them. "I'll make a few calls, get security, but for now, we all need rest. That way, we can teleport to Ironwood, and stop whatever madness about to occur. Understood."

Everyone either gave a 'Yes.' or some rough replies. There was nothing more they could do. With today over, Winter opened a portal to Beacon, rest now on all their mind. The lingering question still pecked at them though. What was Mysterio planning next?

* * *

 **A faction of Hydra joins the game, and it won't be good for Mysterio. Especially if his white lie gets discovered. Not one bit. We also see new players on the hero side join the game. Who knows, maybe others will come along as well. Until next time.**

 **Next Chapter: February 1st.**


	9. Chapter 8

**Chapter 8**

It was a new morning for Atlas, just another seemingly normal day. This morning though, something newsworthy had hit the station. Nobody even knowing how it started. All they know is that a train headed for Atlas came with everybody on board lying in a pool of blood. The only clue they had was a name written all over. Mysterio.

Now, this man had struck a blow to Atlas. Fist Vale, now here. Fear was at a high. For if this man could destroy Amity, then what would he do here. What was next?

Nobody had an answer, except for the culprits who started this. It was in his office, one mad had gritted his teeth, and gripped both fists where one could draw blood. His name was general Ironwood, and he already knew the events that occurred a few days ago. Also gaining some information about the man.

Which was why it greatly frustrated the Atlas general that he could do nothing about Mysterio. The minute specialist Schnee gave him the intel on where Mysterio was headed, Ironwood was sure he could catch the man.

He had set up extra guards where the crook's stop was at. Once he got off the train, he would be surrounded. His men outfitted with equipment to counteract the various gases that could have been used against them.

Instead, he had multiple lives lost. The train never reaching the stop at all. By the time his men found the dysfunctioning train, the Grimm were already there.

Ironwood was about to make a few calls, but his scroll rang. Picking it up, he saw it was one Jacques Schnee. This was already a bad time, his mood quite foul. Still, it was best to see what the man wanted. The good thing being his, 'partner' for dust, had become more bearable after recent events.

"Hello, if I may ask, what is it? I'm already dealing with a situation here, so please be quick." Jacques complied, and gave his reasoning for the call. Making Ironwood rub his head even more, because now the situation got worse. "They took who?!"

* * *

' _Ah man, how'd I get into this mess?'_ Currently in the cold, early morning, one man by the name Mysterio was contemplating his life choices. Completely uncertain how he got into the catastrophe he was in. Which was stuck being in Hydra, watched by both men and trigger happy guards.

' _Seriously, this sucks.'_ And to make matters worse, Mysterio was completely blamed on the deaths that occured on the very train he was on. Now, Mysterio may have killed some people in his career, but it was at the very minimum. He wasn't some serial killer like Carnage, Goblin, and other damn lunatics.

Hydra on the other hand, seemed quite fine with those deaths. The worst part being they 'kindly persuaded' Mysterio into putting them all to sleep. Then shooting each and every one of them in the head, leaving only a few alive for the Grimm. Using Mysterio's own signature name to make it seem he did it all on his own.

While the crook loved attention, he assuredly didn't like infamous attention. Because those that killed usually meant they were put on the list where they were fine to be killed. In other words, if he got a bounty, the person hired could shoot him in the head and get away scot-free.

' _And to make things worse, I'm being used as the side act while Hydra gets the main act. Taking all that dust.'_ Right now, Hydra was adding extra options on the plan Mysterio originally made. Making it work for more than one person. All Mysterio got though was that he would be more or less a distraction.

What worried him the most though, wasn't the bad attention, or even the fact he could be man hunted. No, all he had to do, was remember the item Sin took from him. The amulet.

' _...I have to get it back, but how?'_ If the circumstances were correct, Mysterio would be more than happy if the amulet was gone. Do a tap dance in a graveyard, phone prank M.O.D.A.K., give his savings to an actual charity.

Sadly, these weren't the right circumstances. Mysterio _needed_ the amulet back. His master gave it to him for a very good reason. If he lost it, and he met his master again, asking where it was…...There was a good chance he'd be sent to hell for the rest of his miserable existence.

As Mysterio tried coming with fruitless plans for his situation, the door opened up. "Hey dome head, the bosses brought you company, enjoy."

The goon then through some kid into the room Mysterio was being held in. The kid stumbling onto his knees as the goon just laughed, closing the door shut. Once Mysterio got a plan, he'd make that man experience his worst nightmare. Until then, might as well see what company misery brought him.

"I see you've been caught as well. And you are?" The kid just looked up at him. Mysterio getting a good look at what his appearance was. Feeling a familiarity to him for some reason.

The child had a sense of maturity around him, possessing snow-white hair and piercing blue eyes with a fair complexion. Wearing a well dressed attire consisting of a vest, fine trousers, and polished shoes. The color scheme being white and blue. Very familiar.

"..." As for the kid, he just stared at the man with a narrow eyes. Uncertain if he should speak or not. Glancing around the room, the child saw no chairs, no blankets, just a tiny room with nothing but the man and him inside. Sitting on the cold concrete ground.

"Come on kid, may as well speak. Nothing else to do in here after all." Hearing those words, the child just sighed. Seeing how the man was right-unfortunately. Better to speak and learn his situation, then do nothing at all for who knows how long.

"Fine….my name is Whitley Schnee, and it appears I'm a hostage like you." Mysterio was about to comment on the hostage thing, but then recognized the name Schnee. SDC..Schnee Dust Company….Whitley _Schnee_.

"Your the guy who's gonna run this company." Man, wasn't everyday Mysterio saw someone with wealth. Yeah he knew a few rich villains, but not personally. "I guess you're going to be the bargaining ship or something for this heist, huh."

"...I guess….But more for appearances sake for my father…" Whitley said it in a small whisper, but thanks to the size of this room, Mysterio heard it clearly. Which actually confused him a bit.

"Appearances sake? Shouldn't your dad be all happy to get you back?" Whitley didn't say anything regarding that. Mysterio however, wished to know. Interested in the kid, if only for a good time waster. "Come on kid, may as well speak. We're going to be here for a looong while."

Whitley didn't bother saying anything at first. But after minutes passed with nothing to do, the male Schnee decided there was no harm in saying his thoughts. Since he doubted he would meet this man again once this was all over.

"I guess I can talk, but first, I want to know who you are." Of course, Whitley might as well know who this man was, and why he was here. Mysterio also deciding that he could give out some information at the least.

"Eh, why not." Standing up, he then posed himself in a way he thought was cool. "For you are speaking to, the mighty, the spectacular, the grand master of effects and illusion, Mysterio!"

"Mysterio!" Now Whitley surely knew _that_ name. It was the name spreading all over Remnant. A man who destroyed the Amity Colosseum in Vale, and killed an entire train of people. Only those who lived in the gutter didn't know this man.

"That's right. You clearly know who I am, and must be amazed." Whitley just stared at him, not amazed whatsoever.

"...If your this 'great' Mysterio…..Then why are you stuck here?" Yeah, that was a good point. Instantly all of Mysterio's boldness went down. Since as Whitley pointed out, why a powerful person as him, was stuck in such a dingy little room.

"...Let's just say…...stuff happened. A-anyway, I told you who I am. Now, you tell me what's a guy like yourself doing here." Directing his embarrassment toward another angle, Whitley decided he may as well humor the man.

"Fine, but you speak after me, got it." Whitley demanded.

"Sure, why not. Now just go." Sitting down, Whitley made himself comfortable as best he could and explained the events that lead to his imprisonment.

"Well, it was really just a simple day for me. Got up, ate breakfast, and decided to do some early work." It was morning when it all began. Hearing the news of the train, Atlas has contacted all security to raise their guard. Everybody to stay focused and be ready for an attack.

Whitley on the other hand, didn't mind much. With the city on alert, he could rest in peace, not having to hear the annoyances of people talking about the many things occurring in their daily lives. For him, he'd rather just read a fine book without anybody bothering him. Which was exactly what he did.

"Of course, I didn't realize at the time that I was being followed." Whitley of course, did have _some_ security around him. Taking the form of two Atlas droid guards. They watched over him as he made his way to the Atlas library.

Normally he would have done this at his mansions own library, but…..his sisters have arrived their. Feeling rather uncomfortable near them, he decided to just vacate the area while his sisters Weiss and Winter went to prepare for whatever important things they needed.

It was while he was walking, Whitley then noticed something ammissed. Noticing the area being a bit devoid of walking citizens. He wouldn't have minded to much, but even the Schnee felt something off about this.

It was then those goons affiliated with Hydra struck. His guards instantly went into protective mode, raising their weapons. Before they could do anything though, a man wearing a skull mask came and effortlessly destroyed them. The rest was history after that.

"And now I find myself here with you." He said in a flat tone. "How about you sir. How's a supposed mega-criminal stuck here?"

Sir? That made Mysterio feel old. Still, he answered the kid's question. Mentioning how it was Hydra who did the train, and pinned the blame on them. Stating how they double-crossed him and how Mysterio fought his best…..He may have made his story sound a bit extravagant than it was, censoring his fear of them. But hey, the kid seemed to have bought it.

"I see, quite impressive. And I guess they took all your equipment so you could do nothing in here." Whitley noted, seeing the lack of weaponry on the man.

"Pretty much. They'll give it back when they initiate the plan of taking all that dust. I guess that's why they have you." Whitley nodded.

"Exactly. Those brutes more than likely believe that I have codes for the SDC security. And like you said before, a bargaining chip. At the least when this is over, I'll go home. Now that was a laugh. Mysterio just chuckled at the kid's line of thinking.

"...Is there something funny?" He asked.

"Yeah. You thinking we're getting out of this alive. That's what's funny." The young Schnee started to look worried. Not sure if this man was actually telling the truth.

"B-but, they have to let us go. Once we're done being used, that's it. Isn't it?" Poor kid. Made sense a pampered brat like him didn't understand the true cruelty as the world knows it. Mysterio may as well break it to him.

"Sorry kid, but this is Hydra. These guys mean business. Once they get the job done, they'll no longer have any use for us. Meaning that by the time the crime is up, both of us we'll be in a six-foot grave."Now Whitley was looking quite frightened. Death. When he was so young. Surely it was a lie.

"N-no, this can't be. You have to be lying. We can't just die!" Mysterio just looked at the Schnee pitifully. It made sense the kid was scared, even he was. Mysterio wasn't a good person, but perhaps he could comfort the kid a little.

"Well, on the bright side, at least you'll be missed by many. The only person who'd give a damn about me is gone." Which was technically true, seeing as how his daughter is being held captive somewhere not on earth. "Buy you, at least you have a family."

"...as if."

"Huh?" Strange, the kid suddenly looked sad. Quite lonely in fact. In a way, it appeared as if the Schnee had nobody with him. But that was a lie, wasn't it. He had two powerful, arcane sisters, and a father and mother. Along with good friends. After all, it wasn't like Whitley was Mysterio. A crook who nobody actually cared for, where the people would celebrate his death. Knowing they wouldn't be bugged anymore by him. That is, if they'd bother remembering him.

"What's with the look? Surely a guy like you has a bunch of buddies?" Asking the sulking Schnee, Whitley just looked back at the villain and considered if he should answer. After a few minutes, Whitley decided he may as well, considering how he would die as the man said they would. Get whatever feelings he had left out of his chest.

"...Honestly, I don't." He answered slowly. "Nobody is really my friend, not truly. At most their just trying to be friends for 'benefits'." Ouch, even Mysterio felt a bit bad. No friends, even he had a few. Granted, they were the people who'd most likely ditch him at the sign of trouble, but at least he had a few drinking buddies.

"Okay, so no friends. But what about those sisters of yours, your parents? They would definitely miss you if you die." Whitley just looked displeased at that. Actually giving a snort, something he'd usually never do.

"As if. I don't know about you, but my family…..is more than a little distant from each other." That was how it was many years ago. His father focused more on the company, mother always in the garden drinking. Winter was at the military all the time, and Weiss, she just didn't talk much to him.

"Things did change when this whole….dimensional war happened. Yet for me, nothing changed at all." Yes, nothing. His father did get a little better in treating him and his siblings, but that was it. Weiss and Winter, in the end those two were always talking to each other. More so with the events that past. The two sisters always happily talking, showing signs of affection.

…...Neither of them even bothering to speak to him. Even when they visited the mansion, witch was becoming scarce these past months, the most they said to him was a simple 'Hello'. Nothing more. Even the family butler Klein didn't say much. Then their was his mother, Willow Schnee.

"...Oddly enough, some guy called Parker, one of Weiss's partner at Beacon, came. Helped my mother by giving her some drink. It's been….helping her." He didn't personally know this Parker guy, but he was there-by accident-when he saw him helping his mother, Willow.

Whatever he did for her, it made his mom much more active. She still stayed in the garden, but wasn't as drunk. Despite this, she seemed to be more active around her daughters, not her son.

In the end, this made Whitley feel more suffocated at home. More…...lonely.

"..." As for Mysterio himself, he didn't say anything. By no means was he mocking the child, or even though his situation was funny. In fact, a part of him actually felt…..sad for him. It was then Mysterio realized why, because he felt that same loneliness as well.

All his life, he wished to be a director. Bringing his ideas to the world, inspire them. His parents though, while they took care of him, didn't really support his ideals. If anything, they didn't say much to him. Instead of loving parents, they only just took care of him until he left the house. Neither of the two even calling him, to see how he was doing.

When he was at college, he had no friends. His classmates actually thinking his dreams were pathetic. More interested in their own things like basketball, video games, and other careers.

His own wife, didn't even support him. In fact, his very dream was what drove them apart. Since during that time, he didn't have a very successful job, being just an intern. His wife soon leaving him taking their daughter with her.

This would then lead at the moment where he would become Mysterio. Where he had finally got the chance to show his script. The very thing he worked his entire life for. Only for his work to be rejected. Nobody, his co-workers, employer, thought anything special about it.

Thinking on it, he became Mysterio because of these moments. No friends, no family, nothing. Sure, he chose to be bad, does everything by his own will. However, had he had a pal, even somebody that gave him help, would he have become Mysterio?

Shaking his head, Mysterio decided that was enough recollection. That was the past, this is the now, the present. And right now, he could die, failing the one person he _made_ a connection with after his first death. He couldn't fail her. But what about the kid?

"...hey, kid…." Before he could speak though, the door opened up. Revealing a smiling Sin and the fearsome Crossbones.

"Alright then Mysterio, brat, let's go. It's time." Standing up, Mysterio decided to put away any advice he had for Schnee for later. Right now, they had a job, a rather forced one. Still, he had to do his best, or he'll meet Frances in hell if he failed. Luckily, after all this time stuck here, he had a plan.

* * *

 **It would appear Mysterio and Whitley will be teaming up in this situation. Failure is not an option. We also see a bit of background from them, how Mysterio ended up where he was, and the choices made. Hopefully those choices will get him out.**

 **Next Chapter: February 6th.**


	10. Chapter 9

**Chapter 9**

Namor city, located near the kingdom of Atlas. It was a simple city that hosted what the citizens would need. Having the basic necessities such as food and water, but also made to withstand the freezing temperatures of the cold. Still, while life was a bit tough, being in such a place made it difficult for Grimm attacks.

One officer of the law, liked it here. His name was Jerome, and he led a uncomplicated lifestyle. All his job demanded was patrol, paperwork, meetings, being on guard for criminals, and so on. A bit tedious, but okay.

Still, Jerome took his job very seriously. Doing his best when it was demanded. Which was why when his boss put all guards like him on alert, he did so. Keeping an eye out for any suspicious activity. Especially for a man called Mysterio.

The station just barely releasing his image to them, and the public. A green suit, cape, and a bubble shaped helmet. Describing his abilities as an illusionists, and stay cautious for any gases he threw.

"Report, report, we have an attack! I believe the suspect known as Mysterio is here! Report!" It wasn't a surprise he did his job in reporting what he saw at HQ. What _did_ come out as a shock however, was seeing the fleeing citizens of Namor _screaming_ in panic.

The cause of all this, a man wearing exactly as the named Mysterio wore.

"Hahahahahaha! Yes! Run! Run in absolute terror, you damn losers!" Jerome loathed the man for what he was doing. The gases he released covered the entire block. Anybody caught in it became a screaming mess running for their mommies.

Putting on his gas mask, Jerome raised his gun and gave a shot. His boss telling all of them that a man such as Mysterio was _not_ allowed any warnings.

"Ahhhhh! Who shot at me?!" Missing the man by a few inches, Jerome shot again and again. Making certain Mysterio couldn't escape.

"Hey, hey! This isn't funny! Show yourself! O-or I'll-" Mysterio wasn't allowed anymore words, as Jerome shot carefully right into the knees. The villain falling in pain, squealing.

"Ow, ow, ow, ow, ow!" Jerome honestly couldn't believe the sight. Here he was, the man causing Remnant nothing but trouble for the past few days. Now whining like a little baby. Acting like _he_ was the victim. It sickened him.

As for Mysterio, he was on the ground clutching his hurt new. Utterly pissed and angry that he was shot at. It didn't make sense, the gases were suppose to render the people in a mob, not shoot at him. He followed the instructions perfectly.

"You." Hearing an angry voice, Mysterio then looked up seeing an angry officer wearing the Atlas military garb and a gas mask. In his hand was a simple gun, pointed right at him.

"W-wha wait, what are you doing?" The soldier just scoffed. Actually wondering if this really was the man who put fear on the planet since crashing Amity. Guess it didn't matter though, he had orders.

"Putting you down for good." Raising his gun, Mysterio then started waving his hands back and forth. Actually sounding like he was crying when he spoke.

"N-n-no! Don't do this! I-i was told to do this! Please, I have-uh-a son! Yeah, if you can just-" click of his gun, and the bullet found its mark. Silencing the mad villain permanently. The soldier himself, Jerome, just staring at the corpse in front of him. Looking up, he then whispered a few words.

"This is for you, Erin.' One of his best friends, a female, was on that train. At least she could rest knowing her killer was gone.

" _%%%*pd0"_ Looking down, Jerome noticed his radio was on the fritz. Picking it up, he clicked the switch to receive an intelligible answer from whoever was speaking on the frequency.

"Hello, this is Jerome, who is this." A scream penetrated his ear. Grimacing, Jerome held the radio away, rubbing his good ear. Then he heard a large boom at the distance. Turning, he saw smoke.

"...What the-" His radio then returned back to life. This time, an actual person speaking.

" _-all units report! I repeat, all units report!"_ It was the lieutenant. What had him so worried? _"I have received news that Mysterio has been located in sector 5!"_

Impossible. Behind the mask, Jerome let out a small gasp. Checking the corpse, the officer knew Mysterio was dead. However, the lieutenant just stated Mysterio was located in sector 5, this was sector 2.

Out of nowhere, more small booms could be heard. Straining himself, Jerome could here it. Screams all over. The residential areas, where people relaxed or regular places to shop. All at the same time. His radio came to life, all saying the same thing.

" _Help! Mysterio is attacking the casino! Please, we need back-up!"_

" _-ttacking the….rison-prisoners a-...loose…..ck-up!"_

" _The power plant is-...des-...lp!"_

" _...go….-po-!"_

There was so much talking and static, Jerome couldn't even understand what they were trying to say. But he did grasp one thing. The man he killed, _wasn't_ Mysterio. It was an imposter. A fake that was deceiving them all. As for the reasons why, Jerome hadn't the faintest of clues.

All he knew was that these 'Mysterio's' were attacking all over the city. No doubt planned by the original Mysterio. Still, that didn't make the situation any better. If anything, all Jerome could do was ask the sky's above one thing.

"What in the world is going on here?" Another explosion a few blocks down came after that.

* * *

Watching the chaos unfold, was a blue haired girl wearing an outfit akin to her hair. Holding a sword that was quite sharp, besides her a flying fox with two tails. They were Lucina and Tails, members and partners of the D-Avengers. Like the first Avengers, they do their best in helping the peace. The current events ongoing right now though, would make it difficult.

"I can't believe one man is _capable_ of doing all of _this_.' Lucina said solemnly. While she has seen worse in her original time, the chaos sprouting here was similar. Her partner Tails also looking on in shock.

"I get what you mean. But we can't focus on that right now. We need to do what we can to help." Tails was no stranger to disasters such as these. He may have not seen the future burn, but the young fox had seen things crumbling apart by one certain mad man from his world.

He couldn't focus on all this disaster though. Ruby had told them specifically to help anybody in need. Which was a lot, as many humans and faunus were running away currently by a fog of gas.

"Tails, look!" Following her finger, Tails noticed what she was pointing at. There in the fog, was a cackling Mysterio. Throwing spheres of gas at the crowd.

"I see him. But is that the real one, or another fake? I heard from Winter that multiple Mysterio's were seen all over Namor." It was a shame, but the city had already been attacked by the time the D-Avengers arrived. Winter having learned the current events by a commanding officer in charge, which she told to them.

"It matters not." Lucina stated as she placed on a gas mask, readying her sword. "Real or not, we have a duty in stopping these menaces." Nodding, both Tails and Lucina headed straight for the Mysterio. The team ready to ruin his day. With other members throughout the city doing the same.

* * *

"So, you got his scent yet?" Despite the ongoing battle, there was one team that wasn't battling the Mysterio's, not actively anyway. The small team consisting of Logan, Qrow, and Winter, all three with the objective of finding the mastermind of the invasion, the one true Mysterio.

Logan himself, doing his best in finding the illusionist. Using his tracking skills and enhanced smell finding him. "...Tch! No luck in finding him."

Groaning, Qrow and Winter were quite upset with the result.

"I don't understand," Winter began. "You've tracked down many enemies before. Found dangerous men despite their best attempts at hiding. Being capable of even distinguishing those using magic to hide themselves. Yet how come you can't use it now?"

"Listen lady, my senses are find, it's just that all this gas is messing it up." Like the x-men stated, his senses were certainly at a level that were useful in tracking. However, no matter how good his nose was, while difficult, it was possible to 'hide' a scent through certain means. With so much of Mysterio's gas around the city, his sense couldn't 'track' the scent properly.

"Basically put, all these impostors are using that damn gas, masking his own scent to a good degree." He explained.

"Wait, like, these fakers smell like him or something." Qrow questioned, only getting a no from the veteran fighter.

"Not even. If the real deal was here, I could tell. But since he always uses the same gases, it has his 'scent' on them so to say. To make you understand, it feels like his smell is everywhere at once." Winter herself could only rub her head tiredly. So as Logan pointed out, unless Mysterio decided to come out and _actually_ revealed himself, they wouldn't find him so easily.

On the bright side, they did learn one thing. Hydra was working for the illusionist, Winter deducing Mysterio had a partnership with the organization of sorts. Easy to tell Hydra was here, since when Logan cut up one of those impostors suits, it showed a frightened man peeing himself-something Logan snarled at-in a Hydra outfit.

"Gotta admit, this Mysterio fellow is a lot better than Spider-Man described." Qrow mentioned offhandedly while taking another drink from his flask. "I mean, doing all of this chaos. Not gonna lie, this is quite bad. Which reminds me, how's the search for your little bro Winter?"

"Bro?" Logan asked out loud. "You have a brother?"

"I do.." Winter replied back. "He was discovered missing a while ago. Apparently kidnapped some time before the attack. Most likely as a bargaining chip."

While Winter wasn't exactly…...close to her brother, he was still family. Which was why she wished to put these men down and find him quickly. She then noticed Logan appear meditative. "Is there something wrong?"

"Actually, no." Logan then looked at Winter and took a small whiff of her. Getting both Qrow confused, and Winter frowning. Stepping away from him.

"What are you doing Logan? Can't you see were on business." She uttered with small disgust. Even Qrow looked at him odd, unsure of Logan's behavior.

"Hold your horses, I'm just taking your scent. It should make finding Mysterio's hideout easily." Now that got the two's attention.

"Wait. Getting her scent's going to find Mysterio? Sorry Logan, but that makes no sense." Qrow said.

"I can't believe I'm saying this, but I agree with Qrow." Winter added. "How is my scent going to help us find Mysterio?"

"Easy. Even if it's not an exact match, with your scent, I should be capable of finding your brother. Which will then lead us to where Mysterio, or whoever else is with him." Hearing his plan, Qrow and Winter were a little unsure if it would work. They had no other plan though, so this was the best.

"Alright. In that case, can you find him?" Instead of answering Winter back, Logan just walked went by her and climbed the nearest building. This way, none of the gas would interfere. Once he got to the top, Logan took a good whiff, and concentrated his efforts on the brother's scent.

"Got it. Follow me." He yelled out while running on the rooftops. His companions following aside him on the streets below.

* * *

In another part of the city two students of Beacon were doing their best in also keeping the peace. Ruby Rose and Weiss Schnee, who had just defeated another impostor.

"H-hold on a second, let's talk this out." The impostor quickly said, not wishing to fight the two absurdly powerful girls any longer.

"Sure." Ruby said with a smile. The impostor actually believing he would get away with this unharmed. "After we knock you out and place you under arrest."

"Wait, what?" A second later, the fake was hit on the head with Crescent Rose. It didn't show because he had on the helmet, but his eyes rolled up on the back of his head as he fainted on the spot. Ruby giggling on the spot for the Spider-Man action she took. Her partner Weiss, not amused.

"Honestly Ruby, do you have to say that line every time." The heiress grumbled while removing the gas mask as the gas in the are dissipated. "Besides, that man could have had good intel on the enemies location."

"Please Weiss, we both know that's not true." The young Rose argued to her bestie, also removing her mask. "These guys are just the goons. Like Spider-Man and Sonic say, 'Just knock em out and keep running.'."

"Ughhh! I think you spend _too_ much time with them." Weiss replied, hands on hip. She could tell that her leader was definitely taking traits from those two spirit-free heroes. Yang especially with the pun department. Then again, even Blake and her took some trait from them from all the time spent together.

"Anyway, this area's now secure. Let's get going and-"

"Weiss?" Ruby asked, wondering why her partner stopped talking. "What's up? Why'd you suddenly stop talking, when usually you don't. After all, you do like to na-." Before she could finish that line, Weiss immediately put her hand over Ruby's mouth. Dragging her away from the area.

"Hmp u hm numa." Ruby was unsuccessful in taking those hands off her, struggling. Before she could do anything else, Weiss had pulled them away from the street and behind a building corner. Shushing the young huntress.

"Quite." She whispered. Look over there." Listening, Ruby ceased movement and did as she told. Her eyes widening when she saw the person nearby, Weiss letting go of her mouth allowing Ruby to whisper one word.

"Crossbones." Walking onto the streets was one of the agents of Hydra. While Weiss and Ruby knew Hydra was with Mysterio for some reason, they didn't expect a foe like Crossbones to be around. While his appearance was a surprise, Weiss knew what had to be done.

"..." Slowly, she took out her scroll, ready to give this information to the other members of the team. Before she could do anything though, Ruby tackled her onto the ground.

"R-ruby, what are y-" A second later, a knife landed right where she had been prior. Now embedded onto the wall.

"What a shame. Just a second longer, and no more Schnee. You got good instincts kid." Despite the compliment, Ruby only glared at the large man. Unallowing for Weiss to be harmed in any way.

"Look at that glare. Maybe if you looked a bit more rugged, it actually scare me." Crossbones mocked the Rose. She didn't let her anger show however. Staying silent all the while with her weapon ready. Weiss doing the same.

"Oh come on, you runts are actually going to fight me?" Neither of them answered his question. Not with words at the least, but by running at him fully ready to beat him. "Guess so. This should be fun."

Leaping in the air, Ruby turned Crescent Rose into her rifle mode, shooting paralysis dust bullets to immobilize him. Each shot made with great precision, all while Weiss herself stabbed her raptor into the ground, sending a blockade of ice at the same time. Such an attack would surely defeat most. Crossbones wasn't most.

"Aw, how cute." Dodging Ruby's first strike, Crossbones leapt out of the way from the ice barrage. Responding by throwing multiple small knives in the air where Ruby was. The girl blocking them by spinning her rifle mode before they made contact.

Weiss in turn shot blue mana bullets at the man, in hopes to throw him of. Crossbones ducked and then quickly pulled out a pistol, shooting right for the Schnee's vitals. The heiress, not easily put down, summoned a glyph to stop the bullets aim.

Landing on her feet, Ruby then ran at full speed using her semblance, turning into a small whirlwind of roses. Separating into three different versions. The first two slamming into the mercenary, catching him off guard. With that, Ruby dispersed her roses and aimed Crescent Rose to slice at the man.

In a nick of time, Crossbones blocked it with his gauntlets. Then proceeded into punching Ruby's own skull, launching her away from him. Had it not been for her aura, the punch could've fractured her skull. Not that it didn't hurt either way.

"Ahhh!"

"Ruby! Why you!" Angered, Weiss summoned some glyphs that set themselves on a path towards Crossbones. Using those, she then shot straight at him and summoned more glyphs that surrounded him in a circle.

"Hrraaa!" Dodging his fist, Weiss, then immediately jumped between the surrounding glyphs, and struck with Myrtenaster. Jabbing into his skin making numerous cuts. Slashing him. This didn't deter him whatsoever.

"As if such moves can stop me!" Moving away from one strike, Crossbones grabbed the Schnee's leg and did what the Hulk would normally do. Smash! "Have a taste of concrete Ice Queen."

Raising her up, Weiss could do nothing but scream as she was slammed into the ground over and over. Her aura taking the full brunt of the damage. Chipping away at it while Crossbones just laughed.

"Hey! Don't go forgetting me skull head!" A small, but powerful kick made a direct hit on Crossbones face. Forcing him to let go of the bruised Schnee. Weiss falling into the arms of her partner, catching her gracefully.

"Hehe, doing alright Weiss?" She asked.

"Ughh, not really." Weiss responded. "Can't believe I got caught by that by such a brute."

"Well, best to show him our strength then, huh."

"Agreed." Putting the heiress down, the two faced Crossbones as he walked up to them cracking his neck.

"Ohhh, nic punch. But such blows won't stop me. Still, I need to give you a gift for such a attack. Here, accept these." Crossbones proceeded with throwing multiple grenades at the two students. Such an attack of that caliber wouldn't stop them. The two nodding on what to do.

"Ready."

"Always."

Weiss proceeded with summoning a glyph protecting them from the exploding blasts. Smoke filling the area, obscuring Crossbones view of them. Cautiously, the man walked around. Listening for any sign of the duo. From the smoke, the two leapt up and began.

"Now! Ice Shower!" Ruby yelled out.

"Ice what?" Ruby held out her rifle mode once more, shooting a ice bullet. Using Weiss's magic, the bullet multiplied into a shower of tiny icicles. While they weren't lethal, the majority of them still pierced Crossbones exposed skin painfully onto his arms.

"Gaahh! Son of a bitch!" But it wasn't over yet. Upon landing, Ruby started running in circles around the megalomaniac. Calling out another team move.

"Blizzard!" As commanded, another wave of magic came upon Ruby. Covering her in a snowy mist that even Crossbones couldn't see through. Only feeling the cold as he shivered while removing the ice piercing. That's when the bullets struck.

"Ouch! Hey! Stop that!" While he couldn't see her, Ruby saw him, shooting him with lightning dust bullets shocking him. "That's it, I'm gonna-Ow!"

The small mist soon faded away, but it didn't get any better for Crossbones. Instead all he saw was a glyph slamming into him. Suddenly he flew high into the air, with a following Weiss Schnee. "Take this crook. Fave a ice fall. Ughhh, now I'm sounding like him."

Without further ado, Weiss released a flaming non-lethal attack that burned across Crossbones body. The heat melting the piercing ice away, but also burning off most of his clothing, leaving only a bit left along with the mask as he crashed into the ground.

"Don't think this is even over for a second." Ruby cried out. Wasting no time, Ruby then picked Crossbones by the remains of his collar, and dragged him away with her speed. Throwing him across the street as Weiss and her did one final attack. "Ice Ball."

"For the record, I still don't approve of the name." Using a spell, Weiss summoned a particularly large snowball, floating in the air. Until Ruby kicked it full force, the snowball headed for one target in particular.

"Damn!" Last words as the gargantuan snowball slammed his body into the nearest building. Leaving a rather big hole in it, but the two students who caused it paid no mind. Only celebrating their victory.

"Haha! We totally did it. Yay us!" Ruby cried out, hands in the air. Weiss herself showing a small smile for the deserved victory.

"He! Well, it was honestly nothing." She said confidently.

"Yeah! And we didn't even need to use Maiden-Style. How awesome are we!"

"Oh your awesome, but still naive." Hearing the words of a supposed downed villain, the two turned their heads back only to face a small gas sphere like all those other Mysterio impostors had. It was to late though, as it cracked against the floor releasing the gas within, enveloping the two.

"Ahhh, don't breathe, don't breathe,...do-...eath…" Was all Ruby said before she fell into her slumber. Weiss was also affected, but forced herself awake, already feeling tired though. Tired enough for a fist to wreck her face.

"...ugh….." Like Ruby, she also fell. Towering before the two figures was Crossbones himself, smiling beneath the mask.

"Wow, just wow. I admit they're skilled, but they became way to lax around me. Thinking just because I have no powers or I'm no god, I'm beaten so easily. Pathetic." Sadly, even the fearsome Wolverine would agree. The two girls had let themselves become to used to battling and beating more powerful opponents. Even Spider-Man himself suffered this, his attitude letting certain villains like King Pin or Mr. Negative getting away as a result.

"Well, whatever. At least I got me some more hostages. And some sweet tech that they have. Good day for me." Picking the two D-Avengers, Crossbones soon left the area with some extra prizes. Boy would Sin be pleased.

* * *

Meanwhile, moments before the fight between Crossbones and half of team RWBY occured, Mysterio-the true Mysterio-was quite busy with his 'partner' Whitley. The two being in front of a large factory that had the SDC logo on it.

"So, this is our stop." Mysterio said, quite impressed by the size of the building. This place definitely had a good source of dust.

"Correct. Our….employer," Whitley said sarcastically at the last part. Still not liking the position he was in. "Wishes for all the good dust in this place checked then taken. And because of the recent shipment, this facility has both top quality dust and a few rare Iso-8 crystals."

Iso-8 crystals! Man did the Schnee's have it all. If it weren't for the fact that Mysterio knew Whitley's personal life, he'd be jealous for sure. Now all his envy was directed at Hydra. Making him doing all the lousy work. Stealing his gas formulas. Even made those darn fakes of him.

Seriously, he had a reputation to uphold. I mean, it wasn't much back home, but it was still better than some. He didn't want people mistaking him for those bad actors pretending to be him. Such horrible acting deserves to be _killed_.

"Whatever the case, we may as well get this job over with." Mysterio said with the Schnee besides him also agreeing.

"As you say. Sooner we get this done, the sooner Hydra may remove these insufferable collars off us. Treating us like dogs." Like he mentioned, the two had on special choker-like collars around their necks. Used to not only monitor their movements, but go off in case the two had any ideas.

"Hey, you should actually be glad." Mysterio said to the Schnee as he inputted the codes to the facility. "Hydra could have done worse. Like swallow some bombs. Staple something into out backs. Put acid pouches on our stomach. In fact, I heard Sin once placed a miniature acid bomb on a guys…..middle leg. And she set it off."

Hearing those words, Whitley shivered. It appears Hydra really did give them a decent treatment. Not that it made him feel any better.

"Whatever. Let's just get this done with."

"Agreed." The door's to the facility finally opened. Inside Mysterio saw a few things that both interested him and horrified him. Th interest part being all the dust inside. There was so much, a person could be swimming in it. Unless they wished risking setting it off while naked. While also being star-eyed at the many mechanics on display. A few cases holding some _fine_ Iso-8 crystals of different varieties.

The horrifying part though, well…..

"How in the….Who are you people and how'd you get in?" Whitley also saw something else that _wasn't_ dust. Instead he saw a group of interesting people. Fun fact, none of them were humans.

"Hah! As if we answer to you, enemies of the White Fang and Brotherhood." Speaking was a mutant human that had yellowish skin wearing a hoodie. Having a particularly large tongue sticking out of his mouth. Besides him were a few others. A tall teenage boy with black hair, and a faunus wearing the regular White Fang attire, only with glasses. Behind the three were _a lot_ of faunus armed to the teeth.

"Oh boy, already I can tell this is going to sting." Oddly enough, Whitley found himself agreeing with the mad man.

* * *

 **Sorry for all those who thought Ruby and Weiss would win. I mean, they did many accomplishment, and faced down much tougher foes, making you wonder how they lost. Still, I wanted to show that heroes can still lose, maybe not often, but sometimes they have to in order to learn from their mistakes. Especially a humiliating one like this. Meanwhile, both Mysterio and Whitley are about to face both Fang and Brotherhood.**

 **Next Chapter: February 11th.**


	11. Chapter 10

**Chapter 10**

Somewhere with the chaos of Namor city, Sin was watching all the chaos brought down on them by Hydra. Sitting down on a comfy chair, having rid of it's former owner through other means. Sitting on a set-up monitor room recording and showing the scenes unfolding throughout the city.

"Ahhh, such a good day to cause hysteria and fear. Wonder how many Grimm are on the way here?" Those beasts were supposedly drawn to negative feelings, so they should be stomping their way to Namor eventually. But it would take time, time Sin spent relaxing.

"I see your enjoying yourself." Looking behind her seat, Sin noticed Crossbones readying himself to venture into the city. His job being to look for any dimensional interlopers that arrived alongside them. Teaching them a lesson or two should he find them.

"Yep. Doing the job like daddy wants me to." Pushing a button, the monitor changed screens showing both Mysterio and Whitley. "And with these pawns on our side, we'll get all the dust, Iso-8, and have it ready for use."

Sin held the amulet around her neck with wonder. Can't wait to use this supposed powerful item. She would have used it already, but Mysterio said it needed a lot of energy, and only certain components could work on it.

"Sure, sure. But I am curious, while all that dust is nice, isn't it useless anywhere besides here?" Studies showed this planet and dust had a sort of symbiotic relationship. The planet 'powering' the dust up, allowing it all forms of usage. Anywhere else though, it became inert and useless. Being no different from regular dust.

"Oh that, that's fine actually." Sin explained to her partner. "See, daddy actually wants to set up a base here in Remnant. Already starting it in fact. All that dust and Iso-8 is just to speed things along." If she recalled correctly, a base was being built on some continent in the shape of a dragon. Having a bit of territory here would be useful for Hydra.

"I see." Crossbones said understanding. "Whatever the case, I'll be going now. Got a tip some furry animals are here. Heading to one the facility we sent our errands boy to. Thought I'd say hello." Before he could go however, Sin stopped him.

"Hold it." She then swerved her chair back facing Crossbones. A mischievous look in her eyes. "I actually want you to leave those freaks alone, and do something more productive. Like dealing with those meddlesome heroes who just arrived here.'

Clicking another button, the keyboard showed two young girls that Crossbones recognized. If he recalled, they were those brats near Spider-Man a lot.

"Leave the Brotherhood and Fang to little Misty and Shitley." Musing, Crossbones crossed his arms and thought about this. Personally, he didn't really care what happened to those dogs they were using. If Mysterio and Whitley failed, that was it. Plus, he kinda wanted a crack at those girls as well, checking out their skill.

"Still, what if we lose all the dust to them. Won't that be bad for business." Sin swerved back to the monitors, and clicked a few buttons, showing this time, the two collar bombs on their beloved 'allies'.

"True, true. Which is why if those duds fail, then we may as well make it so that _nobody_ gets that dust." She motioned the detonator switch. All she had to do was press it, and the corpses of those duds will blow up alongside the entire factory. "In fact, I'm kinda hoping they fail. Gives me an excuse to light up some fireworks."

Chuckling darkly, Crossbones just left after that. That suggestion did sound like fun. With so much dust and even a few Iso-8. There was a good chance the entire city would blow up. Oh, such a sight to imagine. As such, Crossbones should do his job quick. If those bombs were going to go boom, he would be out of here alongside Sin before then. Until then, time to play with some girls.

Mysterio was completely calling bullshit. So far, nothing has been really going right for him since he began his quest on saving his daughter. I mean, come on! He always thought those doing good would have a bit of an easy time when going on adventures. Spider-Man seems to always have a good time when he saves the day. How come Mysterio can't have something like that? Instead, he's been facing obstacles that shouldn't be here.

Fighting meddlesome brats and a crazed symbiote. Almost dying from a floating colosseum. Chased by multiple villains from his own world. Forced to work for Hydra, and pinned for crimes he actually _didn't_ do. Now confronting the Brotherhood _and_ the White Fang. Life really _is_ unfair.

"Ha! Looks like we have you humans right where we want you!" Snickering was the mutant human known as Toad, who to his gleeful pleasure, was in charge of this mission. Having the support of another mutant newbie called Francis Klum, and many members of the White Fang.

Ah, and to think that his job was so simple. Actually, what was it again? Oh, right. Magneto told Toad that he was to check on the villain known as Mysterio, and see what mutants he had used. The spies stating the crook used strange small creatures that gave him strange abilities.

Magneto wanted them. Believing such beings should work with the Brotherhood to better their cause in their battles against the humans, and other possible threats. As for why the White Fang was here with him, they were a joint work force aiding the Brotherhood and vice-versa. Both Adam Taurus and Magneto actually getting quite along. Toad once noticing the two speaking on friendly terms.

Whatever the case, Toad had a mission, capture Mysterio and strike a blow to anybody in their way. However, the plan might have to change just a bit.

"Look! A Schnee!" One of the faunus members growled at. Saying the name with animosity. All the other members also noticing the young boy, who was looking quite frightened.

"A Schnee huh." Toad spoke, scratching his head. "Well, guess Adam will be happy to know one of his enemies will be brought down."

Another thing the Brotherhood did with the Fang was aiding the group with oppressors in Remnant. Destroying slave mines, freeing faunus. And, if the opportunity presented itself, killing a Schnee.

"Woah there." Mysterio said anxiously, waving his hands at the front. "Hold on there buddies. We're not your enemies….I hope."

"Enemies, please!" Toad said licking his lips. "While I don't care much about either of you posers, I have a job. The first is capturing you Mysterio."

"Me! What for?!" Mysterio was pretty sure he's never tangled with the Brotherhood or X-Men before. I mean, it wasn't as if he tricked one of them into killing other mutants. A plan he actually thought of before, but never did.

"Let's just say the boss wants to see what those….mutant things you have on you." The wisps. He wasn't sure how, but it appears the Brotherhood somehow knew about them. Toad then looked at Whitley with a savage grin.

"As for snowflake here, while it's not personal, the Fang wants you dead. So you'll be dead soon." Whitley gulped, completely on edge. The White Fang always did hate the Schnee's Raiding their mines, attacking the family. Unlike Winter and Weiss,who could protect themselves though, Whitley could not.

"Anyway, Francis, a few of you guys, handle Tweedledee dum and dummer. The rest of us, let's go get us some fine fine dust." Giving his orders, they all did as told. A few members of the Fang upset they couldn't kill a Schnee, but satisfied at the least knowing he'll be killed by their brothers.

While Toad gave his command though, Mysterio was uncertain what to do. Those collars _must_ have cameras. No way Sin didn't notice these clowns confronting them. Considering the lack of reinforcement though, Mysterio made the assumption help wasn't coming. Typical.

' _This is bad. I don't have any wisps or gas spheres. Not to mention that bitch took some of the chemicals off my suit.'_ Currently, all Mysterio could do was summon some mist and illusions. He did have aura, but that would do nothing but act as a shield and physical amplifier. Nothing more.

"Hey, kid." Mysterio whispered to Whitley. "Can you use your semblance to….I don't know, do something."

"Semblance…" Judging from the kids look, Mysterio wasn't going to like the next part. "I don't actually….have a semblance."

"What!" Mysterio whispered yelled. "How come? Your sisters have one."

"Well, not everybody can get their aura unlocked. Only those who are actually going onto the field, unlock in naturally, or illegally." As the Schnee said, there were rules on Remnant regarding auras. One of them being as he told Mysterio, only those who intend to fight the Grimm or similar forces are allowed usage. Considering how Whitley didn't apply to a huntsman school or anything of the sorts, by law he wasn't allowed the gift of aura.

"Well damn." It appears Mysterio would have no assistance at all. This fight against all these crazed weirdos was on him. In which case, he may as well throw the first punch.

"Take this. Avengers asse-Guahh!" Suddenly, before Mysterio could create an illusionary group of the Avengers, a fist slammed into his gut, stopping him. Then another fist punched him onto the ground.

"Nu-uh. I'm not letting you use those tricks." The one speaking was that teen from earlier. He somehow came in front of Mysterio without anyone noticing. The guy then looking at Whitley, then back at the Fang.

"Well, you gonna shoot him or not." That was all the words needed. With war cries, the White Fang raised their guns and aimed right at the Schnee. Whitley himself screaming in fear as he ran away once the triggers were pulled.

"Get back here Schnee."

"It's time for you to pay for your crimes."

"There's nowhere for you to run."

As the White Fang chases the boy, the mutant named Francis just looked at the downed Mysterio, smirking. "Heh, while those guys chase the brat, I'll handle you. Though," Francis vanished once more, then appeared near Mysterio. "It shouldn't take much."

While the battle between Mysterio and Francis started, Whitley himself was hiding as best he could. One good thing about this facility, it had lots of hiding spots.

"There he is!' He just wasn't good at hiding. Ducking, Whitley felt the beams pass over his head. Once the shots passed, he ran into another direction. The Fang trying to shoot him down, but much of the building's structure usually stopping the attack. Still, at this rate, Whitley will die.

' _Come on Whitley, your a Schnee. You can't be killed like this. Not by a bunch of crazy fanatics.'_ Of course, it was easier said than done. No matter where he ran, the faunus would always find him. Their ability to track him useful.

Dodging another blast, Whitley leapt over a few boxes and soon looked around where he was. Noticing he was nearby a few weapons that utilized experimental dust. _'Ugh! I don't really know how to use these, but desperate times call for desperate measures.'_

With no other choice, the Schnee grabbed one of the blasters, one filled with ice dust. The contraption being more than a little heavy, Whitley barely being able to stand. _'Note to self, work out more next time.'_

"Hey there he-oh shit!" One of the members found him, but also seeing the blaster in his hands. One with a prominent cylindrical barrel that glowed.

"You want me, then come and get me." Whitley proceed with pushing the trigger. A blue blast came out, the recoil pushing Whitley onto his butt. On the bright side, his aim was good and true.

"Frank!" Unluckily for one faunus, his pal had been blasted and was now in a block of ice. Fortunately, it would appear the faunus was still alive somehow. Though once he thawed out, he'd most likely need a long warm shower.

"Damn you Schnee. I'm gonna-" Before the faunus could finish his threat, Whitley got back up, and shot the blaster again. Freezing another faunus like the first. A small smile appearing on his face.

"Huh, this is more fun than I thought." Recharging the ice blaster, Whitley heaved the weapon up and properly adjusted his stance. More White Fang came, though they would find their target more difficult to capture than expected. As for Mysterio himself, he was having a more difficult time than expected.

"Ow! Ughh!" The mutant Francis was proving far more effective in battle than Mysterio though. Every illusion he made was utterly ignored. If he conjured some monsters up, the mutant would just ignore and punch him. Trying to hide himself in his mist, temporary fix. In the end, Mysterio was no match for Francis.

Further proven when the young mutant simply just found him no matter where he went. _'This is crazy! How is he finding me, and he's so fast!'_

So far, Mysterio wasn't sure what he could do against this teen. Whoever he was, he already knew all of Mysterio's moves. His own aura chipping away with every punch. If Mysterio tried a counter punch, Francis would simply vanish and punch him again. Wasn't long before he fell onto the ground on his back in pain.

Francis on the other hand, looked down with delight. Glad his research on his enemy was doing well.

"Uhhh, why….why are you doing this?" Mysterio groaned in pain. His question actually stopping the assault, as Francis just contemplated if he should answer. Shrugging, he decided why not.

"Sure, why not." He said while kicking the crooks chest. "Now, this technically is just a job, but believe it or not, I have a personal grudge against you."

"...Grudge..?" Strange, while Mysterio tormented many people, he's never seen this boy before. He may not recall the crowd's faces, but Mysterio made certain he knew 'personal stars' that he wrote for his scenes. This mutant wasn't one of them. "..I don't…..recall ever meeting you…"

The young mutant just slammed his foot on Mysterio's head, resting it there. "Of course you don't. You never recognized me. I was just in your way."

"In your...way?"

"That's right, I still remember that day. When I was about to attack the spider." Many months ago, Francis had a little run in with a certain web-crawler. He had been simply a small-time thug back then. Not even part of the Brotherhood. He would earn his place though by doing one thing though. "In order for me to join the Brotherhood, all I had to do was beat down a hero. Pretty easy."

That's right, it _was_ easy. With his ability, it could be done just like that. Francis had his plan all laid out. He would attack the spider, and the representative of the Brotherhood watching would evaluate him. If he did good, then he was in. Bad…..it wouldn't be pretty.

"But then," Anger showed in his voice. A snarl now on his face as he pressed his foot further down Mysterios helmet. "You got in the way. Ruining it all."

On the day his plan was ready, Mysterio came in. Attacking the bug just before he could do illusionist releasing his mist, obscuring his vision and making him unsure what to do. A few seconds later, his entire body stiffened and he couldn't move. Francis didn't realize it then, but Mysterio had inserted a special paralysis chemical that made anybody in the vicinity to be paralyzed for around thirty minutes.

That wasn't the worst part though. Far from it. What happened next made Francis look like a chump.

Once the paralysis wore off, the mutant saw the fight was still ongoing. He made the risk of ready to fight when Mysterio suddenly used a miniature shock ball, throwing it at Spider-Man. The bug dodged, but Francis took his place instead.

Then, mysterio tried punching Spider-Man, missing him completely. Unfortunately for Francis, that punch still hit a target. Him. The reinforced suit that gave Mysterio extra strength shattered the mutant's jaw, and launched him into a freaking dumpster. Where he would stay there until the dumpster truck would pick it up, and take it to the dump with Francis on board.

Long story short, his initiation for the Brotherhood entry was a complete failure _and_ humiliation. All because of Mysterio.

"Oooooohhhhhh!...I ruined you?" The illusionist of course, still had the slightest hint of what he _actually_ did. He didn't see Francis, nor understand how he ruined things. Which made sense since his involvement was an accident. Wasn't as if he knew what Francis knew. To bad the mutant wouldn't let it go.

"Why you-! That's it!" Upset by his foe's answer, Francis vanished once more. Then he 'popped' into the air above, his foot slamming into Mysterio's gut. Mysterios breath vanishing as all the air in him left.

What came next was the wrath of multiple unrestrained kicks and punches. Being a mutant, Francis's attacks were much stronger than the average person. Soon destroying Mysterio's aura. With it gone, the pain came in full blast with no protection or healing.

Mysterio now feeling the bruises forming. The illusionist desperately trying to stop the assault, failing. The mutant was much stronger than he thought. Francis not giving Mysterio even a second to think.

"That's right you damn loser. Just stay like that till you get knocked out." Francis said with a rough tone. Feeling great pleasure in seeing Mysterio's pain.

"Hehehehe! Now get ready for another dose of pain you son of a-" Another voice interrupted Francis. One that was refined and orderly.

"My, my, such vulgar language." Francis quickly turned around, and briefly saw a flash of blue. Then, like the other faunus, he to was frozen. Though unlike the ones in blocks, his was just ice covering his form. Showing a clear, icy statue with a angry face. Alongside a surprised face beneath the new statue.

"...Whitley!" This was quite a development. Slowly getting up, Mysterio saw the small Schnee actually looking quite bad ass holding an interesting blaster of sorts. Some kind of freeze ray he guessed.

"That's right. I hope you are okay." The young boy said. Actually confusing the crook, but not in a bad way.

"...Ugh, yeah. A bit bruised and all. But otherwise, totally okay." Mysterio had to admit, that mutant put up a good fight. He couldn't even do anything. In a way, he was grateful for the kid's timing show. Since without him, the mutant dude would have beaten him into a pulp.

"Anyway, we should probably leave before those clowns find us good and freed." The other faunus and that Toad dude were still around. Best to just leave before their found out.

"Wait!" Whitley said, pointing at his collar. "What about these. We can't exactly abandon the mission. Or it's like you said, we'll die."

"Damn. Totally forgot about that." How troublesome. Still, a quick look showed the others weren't around. I mean, they probably heard the fighting, but considering how no back-up came, they most likely assumed their men would win.

They most likely didn't factor Whitley using a freeze gun. Then again, neither did Mysterio.

"Okay then, let's just get the crap over with. You know where the good dust is?" He asked.

"Of course. Granted, all the dust here is 'good', but I know of a better area where the more fascinating supplies are." Deciding to get the job done as soon as possible, the duo quietly left the area. Not wanting to grab the rest of the Fang and Brotherhood's attention anytime soon.

The two wandering the facility with Whitley leading. Who still kept the freeze blaster ready, just in case. Taking Mysterio and him towards a locked mechanical door. Entering the code, the door gave an electronic beep and opened.

"Now," Whitley said, entering alongside Mysterio. "Be amazed by what's inside."

As Whitley said, Mysterio was amazed. "Incredible."

It wasn't a large room in particular, but the contents made up for it. The entire room filled with all sorts of dust crystals. Ranging from every color, and Iso-8 crystals Mysterio's never seen. The topping on the cake though, was the arc reactor seen.

"Is that…..." Whitley only nodded.

"Correct. Mr. Stark loaned us a single arc reactor. Wishing to see how it's abilities react with dust." Now this must be heaven. To see all of this glorious trove of treasure before his eyes. Beautiful.

Looking at Whitley's collar though ruined his mood. Remembering that this wasn't for them, but for those cocky jerks Hydra. Muttering curses, Mysterio was about to just grab what he could when an idea came to mind. A look at the arc reactor told him the action he was about to take would either be a good idea, or plain suicide.

Hopefully it would be considered a good idea.

"Hey Whitley, come over here." Grabbing the Schnee's hand, Mysterio dragged the boy to where the arc reactor was. Hoping this would work. After all, if Spider-Man could do it, why not him?

"H-hey, what are you doing." He wasn't sure why, but Mysterio seemed a little to closer to the arc reactor for comfort.

"Oh….something stupid." Before Whitley could even retort, Mysterio grabbed the arc reactor with no form of protection. It was quite clear what would happen next.

"Ahhhhh!"

"Ahhhhh!"

The two were quickly exposed to the reactor's energy. The power shocking the duo into a bit of a crisp. Whitley especially since he's never felt pain as often before. Fainting on the spot while Mysterio endured it.

Still, it got the job done. As the very collars the two wore fell of, fried to the circuit. It was painful, but at least it got the job done. "Plus…..I get a reward."

Reeling back a little, Mysterio ignored his small spasms and grabbed the arc reactor. Placing it inside the bag he brought with Whitley. Just in case, he checked Whitley's pulse and confirmed he was alive.

With that done, he propped the boy onto a nearby wall, and started grabbing whatever he could. The arc reactor was the best, these Iso-8 crystals and dust shards were still good though. Touching those Iso-8 crystals made him _feel_ the power he felt months ago.

"Ahhhhh. Such a invigorating feeling." While he put the majority of the dust and Iso-8 away, Mysterio decided to install the basic dust-powder form-into his suit. Placing small tubes of normal wind and fire dust into the gauntlet where the nozzles were located.

"With all this done, I may as well go." Accomplishing his goal, Mysterio stood up ready to leave. Looking at Whitley though, Mysterio felt a twinge of sympathy. While he normally didn't do such things, the kid _did_ help him. He may have been a villain, but even he had some honor. So without further ado, Mysterio lifted the kid up, and placed him over his shoulder. Exiting the room.

' _Nice. Those freaks aren't even nearby. Score.'_ Not seeing anybody nearby, Mysterio concluded they still didn't realize he and Whitley were home-free. Might as well continue the task.

Whistling in tune, Mysterio was walking with a small spring in his step. Soon exiting the facility glad that everything was okay.

"Unhand my brother fiend. Or face the consequences." Stopping, Mysterio felt a cold chill down his spine. Why wouldn't he, considering the people he saw in front of him. Qrow, Winter, and the infamous Wolverine, all together. Behind them was a bunch of bodies with the most prominent being a moaning Toad.

No wonder the place was so quiet. Now, Mysterio only had one thing to say.

"Shit!"

 **Looks like Mysterio made enemies with some mutant who has a grudge. Luckily, he and a surprising violent Whitley were able to stop the Fang and Brotherhood, with Mysterio earning some nice rewards for his efforts. Though now it looks like he'll have to face some of the Secret Avengers, and hopefully come out unscathed.**

 **Next Chapter: February 16th.**


	12. Chapter 11

**Chapter 11**

Like Wolverine said, he had followed the scent of her brother, Whitley, to a facility Winter knew quite well. A storage and manufacturing area full of dust. One that she may add, was full of all forms of dust, experimental weapons, Iso-8, and even some technology provided by Tony Stark himself.

The three had found a group of the White Fang and a member of the Brotherhood leaving carrying as much items as they could. The battle didn't even last a minute.

"Heh, that was easy." One Qrow Branwen said cockily. The Fang were one thing, but the shape-shifting human heard all about the Brotherhood. How they possessed unique powers that were almost like their semblances, but completely different. Abilities that made them a severe threat, like Magneto.

"True that bub. The Brotherhood was a surprise, but to send Toad of all people. Heh, Magneto must not have many of his followers free aside from him." While Wolverine didn't think Toad was a complete weakling, the mutant was no match for those trained like the three of them.

The fight was ended quickly with no form of trouble for any of them. Though discovering the scent here was definitely problematic.

"Gotta admit though," Wolverine said frowning. "Never thought this was Mysterio's game plan. Yet it makes sense."

"True right Logan." It all made sense now. From what Qrow witnessed, Mysterio somehow got the aid of both Hydra, the White Fang, and even the Brotherhood somehow. Using them as pawns while he took all the good toys in this facility.

According to all the men they encountered, they said they were forced to do their crimes. So it was likely Mysterio got the grunts of Hydra working with him. Though it was strange the Brotherhood and Fang were working for a human.

According to his good ol drinking pal though, the Brotherhood did work for humans sometimes. The White Fang to in Cinder's case. Still, all this planning and chaos was a step up from Mysterio's usual crimes. Perhaps they _should_ tell Spider-Man.

Winter herself noticed Logan sniffing the air. "Something wrong Logan?"

"Nope." Logan pointed at the entrance. "However, I think the big man himself is finally coming. And look at what he has."

Looking, the other two saw him. Mysterio himself, a bag full of whatever he took from the facility. On his shoulders was Whitley himself. "Unhand my brother fiend. Or face the consequences."

Winter alongside her other team members readied themselves. Each one holding their respective stances. Winter with her rapier and glowing magic. Qrow transforming his sword into his scythe, being serious for once. Even Logan took out his claws, making certain he didn't fall into whatever powers Mysterio has.

As for their target, he just muttered something they couldn't hear a all. Placing Whitley down, laying him on the ground. Holding his hand up.

"Okay. I'm surrendering." Now that raised a brow. Why would a man, who caused who knows how much damage, just surrender? Something wasn't right. None of them letting their guard down at all.

For Mysterio himself, he just had a plan. By all accounts, he wasn't just surrendering because he gave up. No, he was surrendering so those do gooders took him as far away from Hydra, and any other crazy person nearby. This entire day being nothing but trouble.

Sure he would lose all the stuff he took in his bag. But hey, he could always escape and just get more. No need to risk his life.

Fate had other plans for him however.

"There you are." From nowhere, a teenager came into existence from the air. A look of anger on his face.

' _What the...It's that kid.'_ At long last Mysterio finally figured out Francis's power. He initially thought his birth power was that of a speedster. Like Quicksilver or even Sonic. Instead, it was teleportation. The power to appear in one spot, and teleport to the next. Very useful.

Francis soon landed right where Mysterio was, and grabbed him by the shoulder. Saying something that only Mysterio could here. "You and me aren't done yet."

Like that, the two vanished. Taking all the stuff Mysterio had as well.

"Damn!" For once, Winter broke her usual calm demeanor and actually yelled out in anger. Upset that Mysterio had once again escaped.

"Okay, didn't see that coming." Qrow himself didn't like this outcome either. To think, Mysterio planned this far ahead. Stalling for time for his mutant friend to teleport him to safety. Loga on the other hand, didn't change his facial features. Choosing to instead sniff the air, catching a familiar scent.

"He's not gone." This caught his allies attention.

"Not gone. Then where is he?" If the man was still nearby, then perhaps they could catch them. Winter was hoping this would be a good chance doing so.

"Up there." Following his gaze, Qrow and Winter saw he was looking at the top of the facility. The two most likely being on the rooftop.

"Then let's go." Qrow ws ready to go, when suddenly gunfire came. Winter, recognizing the threat, put up a shield protecting them and even the unconscious enemy. Bullets pelting the blue construct, but doing no damage at all.

Those shooting, instantly stopped when they saw no damage was being done. There the three heroes saw there enemy. Hydra, and one of them was holding two very familiar girls. Making Qrow and Winter livid.

"You!" Winter yelled out, glaring menacingly at the enemy.

"Bastard. Put my niece and mini-Ice Queen down!" The enemy, only just chuckled with a wicked intent coming from him. Speaking in a coy manner mocking them.

"Or what. The way I see it, your the ones in trouble." The suspect was Crossbones himself. In his hands were both Ruby and Weiss, held by their collars. Both no longer wearing the unique outfits Spider-Man gave them. Instead they wore spare ugly prisoner outfits.

"Now then," Crossbones said, still holding the girls. "I think I have a few demands to make. Otherwise the consequences will make certain these girls don't breathe their last."

The Hydra goons pointed their weapons at Ruby and Weiss. Winter and Qrow had nasty snarls that actually scared some of the grunts. However, no matter how scary they were, they could do nothing at all. As Crossbones said, he had the advantage here. With reluctance, all three heroes lowered their weapons and placed their claws down.

"Good doggies." Te insult made them all displeased. Crossbones just smirked seeing their expressions. "Now then, I think I should first ask you all to move aside."

"What for?" Qrow asked. Though a part of him felt he already knew the answer.

"Isn't it obvious. For all the moola in that facility." Crossbones said confirming Qrow's thoughts. "Red Skull will be pleased to know that we took a lot of the dust and Iso-8 from there. Woowhee, the Iso-8 especially. Seeing as among the three worlds, Iso-8 is more powerful in both Mobius and Remnant."

This wasn't good. If Red Skull grabbed all the Iso-8 and other dusts here, it could spell trouble for Remnant. A new war could begin. While the three heroes couldn't allow any of this, Crossbones had an edge over them. Both Ruby and Weiss, two girls that could be killed right now.

Funny how after all they went through, they could die like this. Not that Qrow and Winter would allow their family members to be harmed like this.

"...You'll let them go?" Qrow asked with a snark. He didn't like this, but there was no way he was risking those two lives over some dust. Crossbones himself, just nodded.

"Of course. I might be many things, but I do have _some_ honor." Logan just clicked his tongue at that. Honor, sure. He didn't trust that skull wearing fool for a moment. However, even he didn't wish those youngsters to die like that.

"...That, and not like you have a choice. So move it or see these two get wasted." Ha, the looks those three gave off were hilarious. Crossbones loved this job. Though he was being honest with releasing those brats. Sin already took those special outfits they had, and sent them to Hydra headquarters. Taking even their weapons and other items, if only to devastate them in showing them that Hydra was _not_ someone they should cross.

The only disappointing thing was that the two weren't conscious when all their stuff was taken. Would have been nice to see their faces twist in anger and loss. Still, no way they couldn't risk them waking up and escaping.

' _Besides, I can make it up by finding that damn bubble head.'_ Sin told him specifically to just grab the dust and other things of interest and leave. However, if he found Mysterio, then it was his 'duty' to teach him a lesson.

Crossbones had to admit, Mysterio's actions in disabling the collars was quite smart. However, nobody made a fool out of Hydra. That was a fact. It would be a lesson that would end in a bloody body.

"Now then," Crossbones dropped the girls on the ground. A few goons pointing their weapons at them. "I'll be going. So stay there while I shop for good old-"

Boom!

A wave of pure fire was heard all across them. Looking up, everybody, along with others in the city, saw the entire facilities rooftop become engulfed in flames. It was then they all felt it. For just a second, everybody in the entire vicinity, the city, felt a strange power. One that made them instantly fear death for reasons unknown.

As quickly as it came, it also vanished.

"What...Just what kinda shit was that?" Crossbones couldn't believe it. What kind of power was _that_! Unfortunately for him and his men, Logan quickly got his senses and struck at that moment. Jumping with great speed at Crossbones himself, claws shining.

"Why don't you pick on someone your own size bub." Crossbones, finally gaining awareness, rolled out of the way. Standing with his fists out furious.

"You little! Kill the girls!" The men were ready to comply when Qrow himself also leapt with great force. With his scythe out, he slashed at every weapon pointed at the girls. The goons dropping them when they all fell apart.

"Winter, go for it." Qrow yelled out, grabbing the two girls and running out of Winter's range of attack. The specialist herself already holding her rapier.

"Of course Qrow." The goons soon met with an icy using both dust and magic to confine all but their heads into icy blocks. The only one escaping her wrath was Crossbones himself. Logan however, was giving his own retribution.

"Come on bub. Is that all?" Crossbones was having a bad time dealing with the famed Wolverine. Not only was he caught off guard, but it was difficult dodging claws that could slice through anything. Already his body was full of small cuts.

"Don't get cocky bitch!" Throwing a punch at Logan, he missed when it was dodged completely. A knee greeting him by his chin. Throwing him off guard again. Not wanting to stop, Logan then threw a few good punches at Crossbones abdomen.

With his breath leaving him, Crossbones quickly acted. Gabbing a small grenade and throwing it at the mutant. Logan had no time to dodge, taking the blast head-on.

"Ha! Eat that you fucking….ahhh man!" Of course, as if a small grenade could put the legend down. With a healing factor stronger than even Spider-Man, the damage was already healed. Revealing a muscular chest and impressive six-pack.

For a second, Winter's eyes faltered.

Crossbones also looked at Logan's chest….Then a good look at a blue sky. Logan's fist breaking his nose, landing on his back clutching it. "Ahhh! Bastard! My nose!"

Not wanting to let the threat go, Logan simply took a leap, and had both feet land on Crossbones gut. Once Crossbones reeled in pain, Logan ended it all with a swift punch onto his face again. This time, knocking him down for good.

"Glad that's finally over with." Qrow gave a laugh at his friend's comment.

"I'll say. Good job Logan. Couldn't have done it better myself." Logan gave a brief smirk. Winter herself also smiling. That's when they heard two voices from afar. Turning, they then saw two other allies of the D-Avengers, Tails and Lucina.

"Hey, " Tails cried out. Lucina finishing his sentence.

"Are you guys okay." The two had just finished dealing with all the fake Mysterio's. The gas finally dispersing, no longer harming the residents of the city. Then they heard the explosion, rushing all the way hoping their friends were okay. Qrow gave the a small smile.

"Duh. Of course we're okay. We may not be D-Avengers, but we're just as tough." Tails and Lucina just gave small smiles in response to Qrow's witty comment. Lucina noticing the downed men of Hydra.

"I see you all took care of Hydra. And-is that Ruby and Weiss!? Are they okay." Lucina rushed to her allies, worried. Logan gave her consultant on their condition.

"Don't worry kid. Their fine. Just some sleeping drugs, they'll be up in a minute." Lucina sighed in relief. Tails noticed his friends lack of their usual outfits though.

"Their clothes…."

"Yes, it would appear Hydra took all items on them." Winter answered, troubled by it. While taking down Crossbones was a victory, whoever remained of them took her sister's and Ruby's technology and could now use them for study. This would bite them back in the future one day, and they would have to prepare. For now though, she was just glad her sister, and even her brother was alright. Though it felt like they were forgetting something.

"Oh right. So Lucina and I took out the rest of the Mysterio impostors. Did you find the original?" That was it.

"Dang. Forgot all about that." Qrow said off handedly. "Logan, is Mysterio still there?"

Doing as requested, Logan sniffed the air. Detecting two scents up top. "Yeah, he's there. But….there's something off from Mysterio's scent. Like there's a mix in it."

"It matters not. We still have a job to do." Lucina said, brandishing her sword.

"She's right. Logan, Qrow, I would like it if you could watch out fallen adversaries, alongside Ruby, Weiss and Whitley. The rest of us will capture Mysterio once and for all." Qrow and Logan nodded at her request. Taking out some cuffs to make sure their little 'friends' couldn't escape.

"Thank you. Tails, Lucina, let us go." Agreeing, all three soon left to capture Mysterio. Tails picking Lucina up for a quick flight with Winter doing the same using her magic. Soon, they found themselves at the top, seeing the view around them.

"...Just what happened here?" Tails question was on all their minds. The entire rooftop was strangely burned. Like a fire ravaged it all. Soot and some melted metal all around them. That way this occurred seemed very unnatural.

Then they saw it.

"Oh my gosh!'

"The fiend."

"Mysterio!"

Tails, Lucina, and Winter then saw him. The illusionist himself, Mysterio, standing meters away from them all. However, none of them paid any attention to him at all. Their focus was diverted to what was next to him.

A body. A very burnt one.

"...That's…" It took a second, but Winter soon realized who that body was. It was most likely the same person who teleported Mysterio up here. Only now, he was encased burnt with high degree burns, moaning. It surprised Winter that he was still alive.

"Ughhh...ughh!" Sensing Tails fear, Lucina covered his eyes. While Tails was strong, Lucina could tell the fox wasn't used witnessing horrors like these. Despite that, even she was unnerved by the black and red body. Feeling pity for the man that he was still alive.

"Mysterio!" Winter yelled out. Ready to lock the criminal away. "Surrender yourself now. Or I _will_ make certain to use force."

Oddly enough, Mysterio did nothing, not even making a sound. He just stood there, staring at what appeared to be a strange amulet on his right hand. Then, after actually noticing the three of them, Mysterio looked up at them. He then spoke just a few words.

"Run from this city." Then he vanished away. Gone from where he stood.

"! Just how-what!" Once again, Winter was in shock. Not knowing how he vanished. Even Lucina had nothing but wide eyes. However, Winter then sensed two things in the area. The first was the place Mysterio stood.

"...magic." It was faint, but mana was there. Somehow Mysterio used magic to teleport away. But how? The files on Mysterio never mentioned him using magic. Perhaps it was the amulet he used. Whatever the case, Winter could use the remaining magic and track him down. There was just one problem. The second thing she sensed.

"We need to leave, now!" She felt a growing magic deep beneath their feet. Concentrating, she then opened a portal on their location, and not just her. Multiple portals opening up all over the cities. Where Qrow, Logan, Atlas officers, and many more. Portals nearby many people, who were engulfed into them.

Such magic had a consequence though. While Dr. Strange taught her well, expanding her mana pool, creating this many portals took a massive toll on her. Unlike her teacher, it was impossible to do such a thing without a consequence. Soon, blood leaking from her nose, and her skin quickly turned a deathly complexion. Her very body becoming wrapped in sickness and pain.

"W-winter!" Lucina shouted. Fearing what was occurring to her ally. Winter made no words though, only grabbing Tails and Lucina, pushing them into the portal before jumping in herself. Moments later, she, along with nearly everybody who hadn't evacuated the city were miles away from Namor.

"Winter!" Qrow saw Winter falling down. Catching her as he noticed her slowly falling unconscious. Logan and the others looked at her with worry. Uncertain on what made her do this.

"T-tell Weiss...that I love her…" She soon fell asleep, Qrow's facing contorting in fear.

"No..no, what the hell!" Feeling a hand on his shoulder, he turned his head where Logan gave him some comforting words. Trying to calm his friend down.

"Don't worry Qrow. She's going to be alright." He said. "She's just going to need some rest. What I'm really worried about is why she took practically everybody from the city away."

"Yeah." Tails spoke up, also worried. "No way she would use this level of power unless she needed to. I can only guess th-"

Tails couldn't say anything else. In just the span of a few seconds, a great white light enveloped everybody's eyes. Then a great boom came next, all from one spot. Namor city. The very sound making everybody fall on their knees. Logan especially, as his very ears started pouring blood while screaming. His own senses being used against him.

The light and noise soon disappeared of course, only lasting a second. The mark has been left however.

"Lucina," Qrow said, catching Lucina's attention. As she saw Qrow take a very angry expression. No longer feeling any cockiness, or happiness. "Call Ozpin, now."

Qrow didn't care anymore. Didn't care if everybody in the city was saved. Winter and Logan were down. His niece and her friend put unconscious. And now, everybody in the field left homeless. For Namor city was no longer here. Wiped from the map.

All that was left was a massive burn mark. A mark that would gather the Grimm's attention. Not that Qrow cared. All he wanted to do was one thing as he gripped his teeth. Hoisting his scythe menacingly.

"We need to deal with Mysterio….permanently"

* * *

Somewhere else, outside of the now ruined Namor city, was a disfigured burnt man. Moments ago, before the city vanished in light, he had teleported himself away from the explosion. Using his powers at the fullest. Taking a great deal of damage doing so. It wasn't painless either, his screams.

"Mysterrrriiiiioooooooo!" His rage was at full affect. He couldn't believe it. He had him. He had that loser right where he wanted. Then... _that_ happened. Something in Mysterio changed. Allowing him victory.

It pissed the mutant off immensely. To take such a humiliating and painful defeat.

If he had known about that...power, he would have taken precautions.

 _'I'll kill him! I'll kill him! He dares do this to me! Dares! He won't get away with this!'_ Those were his thoughts that looped into his head for a good while. Cursing the illusionist. Wanting him ripped apart by his own hands.

"Grrrr!" Then, he looked up. Right in front of the injured man, was a Grimm. A large, snow covered Grimm, shaped like a bear. Attracted by the man's negativity.

Under regular circumstances, the mutant could easily take care of it. His powers were no joke. Such a small time creature was easily dealt with. However, in his current state, weakened, hurt, and could barely concentrate. That changed things.

 _'N-no! Not like this!'_ The Ursa, didn't care. Standing up menacingly. Lifting it's sharp paw, to end the one that drew it. Yet, just seconds before those claws could slice it's prey, it felt a hand.

"Graaaaa!" One that went through it's back, and coming out of it's chest. The Ursa, roaring in pain before it turned into black smoke. The victim, just looking up with his damaged eyes.

"W-who...are you..?" He asked in pain. The strange man, wearing a mask and a brown robe, just looked down at him. In his hands was a strange syringe. Then, he spoke.

"Just call me your friendly neighborhood ally."

* * *

 **I should note that to those confused by Hydra and Red Skull, it should be mentioned he's only a leader of one faction similar to Madame Hydra. Also, wonder what happened with Mysterio back there, another problem for the future while the leftovers are picked up by some mysterious stranger. To make it worse, Winter's now out of the fight. Making the rest of the Secret Avengers paint a good target at him.**

 **Next Chapter: February 20th.**


	13. Chapter 12

**Chapter 12**

Somewhere in Latveria, in a large castle, were two unique individuals working on a plan to rule the multiverse. With powers that challenged, and even exceeded the gods at times. They were Victor Von Doom and Salem, together, they are working on their greatest plan. If successful, they would be capable of ruling everything, with them as the new gods.

" _These readings are astounding."_ One of the Avengers, and D-Avengers greatest enemy, Doom said. _"If we can just gain the materials needed to suppress and control the exo stones properly, then all will be ours."_

The exo stones were considerably one of the most powerful items in the galaxy. Rivaling the infinity stones themselves in terms of raw energy. With Doom and Salem actually possessing two of them. Having full control over them.

However, despite their control, it wasn't enough to bend the very universe to their hands. To truly use the stones, Doom and his allies needed a instrumental machine to harness the stones power fully.

Doing so any other way would be their end.

" _Salem."_ Doom said, speaking to one of his allies. _"Tell me, has Grimadoom found Octavius and Eggman yet. It appears I have lost their location."_

Besides Doom was a young woman who looked like death herself. She was the great terror of Remnant, and a member of Doom's Master's of Evil. Having found a new purpose in the group since joining them.

"According to our 'son', he hasn't found them. Saying something about them vanishing from our reality. Though he has detected Eggman's incompetent machine's."

" _I assume Grimadoom hasn't brought them yet."_ A nod was all she gave. Doom had to ignore the urge to rub his head. Grimadoom, the Master of Evil's most _powerful_ organic weapon. A being easily capable of destroying the Avengers, D-Avengers, and all other foes. A shame that the hedgehog clone didn't care much about killing them instantly. Still, Grimadoom was loyal to them.

Victor had to admit, it was fine having competent allies here. Working together to rule all. Though that didn't mean he wasn't annoyed by some of their antics.

"..."

" _Is there something wrong Salem?"_ Noticing her gaze elsewhere, Doom sensed something was on her mind. The Grimm Queen herself replying back.

"Nothing. However, I sense something occuring in Remnant. Something big." Her connection to the Grimm was strong. Through them, she could be almost everywhere at once. Learning of the many events happening. Right now, she sensed fear, lot's of it happening in her home world.

" _What is it you sense?"_ Doom asked.

"Uncertain. My Grimm tell me though, that the people of Remnant are fearing someone as of now. Someone that is causing some of my Grimm to start moving." The dark witch said to her leader. Doom only scoffing.

 _"It is most likely nobody of importance. When we are through, it will be us the people would fear."_ Doom replied confidently. Salem nodding in agreement. After all, whatever this person wasn't any importance to the Master's of Evil. Just some attention hog no doubt that Remnant would soon forget. After all, it wasn't as if this person was causing any real damage no doubt.

* * *

Inside the school of Beacon, a major meeting was was happening. One involving multiple people, who arrived in Remnant just a few days ago. Three days since the Iso-explosion incident passed. Where an entire city vanished into dust.

"Alright everybody, it's time for the meeting to begin." Speaking in a closed room was one of S.H.I.E.L.D.'s best, agent Natasha. A stealthy, high ranking agent. One who was best at covet operation, assassination, recon, and so much more. Being part of the new task force known as, Secret Avengers.

Made by Nick Fury when the symbiote invasion occurred on all three worlds. Who believed and realized there needed to be a team that could handle operations under the night. Missions that were low profile.

The Avengers, D-Avengers, X-Men, Fantastic Four, and other groups were good. However, they were more than a little noisy. Some of the teams having personalities that would ruin the term, stealth.

Which was why Nick Fury contacted other military members to help create such a group. Ironwood and the leader of G.U.N., the Commander, helping.

The Secret Avengers were made up of these individuals. Qrow, Raven, Winter, Wolverine, Shadow the Hedgehog, Rouge the Bat, E-123 Omega, Luke Cage, Iron Fist, Moon Knight, and Black Widow. All of them involved dealing with the three worlds more secret conflicts. With Black Widow herself as the leader.

Now, all members excluding Winter have gathered for one reason only. Mysterio.

"This will be our target." In the room, Widow showed her team clips and images of Mysterio. Along those images were places that have been attacked and destroyed by him. "Our mission is simple. We must find, and arrest Mysterio, aka, Quentin Beck."

Everybody in the room paid close attention. Knowing the information on Mysterio could be vital in capturing him.

"Now, I will be giving you all information on the past few days on Mysterio's exploits." The first information she showed was the Triskelion. With it, came pictures of the damage done and the horrified faces of S.H.I.E.L.D. personal.

"Less than a week ago, at exactly eight o' clock a.m., Mysterio struck at the Triskelion. Using his skills in hallucinations and deception to frighten nearly every soldier thrown at him. Reports stating that he had many members of the White Fang with him alongside ghosts. This was later proven false." The next image showed the Triskelion's dimensional portal.

"This is what Mysterio was after. Access to the dimensional transporter that leads to our realms and many others." It was then one of the members of the Secret Avengers spoke.

" **Inquiry: How was it possible for Mysterio to access the portal, when agents Schnee, Widow, and Shadow were there? Does not compute."** Luke Cage also agreed with the machine.

"Yeah, that's right. No offense, but I heard Mysterio was nothing. How'd you guys let him go?" Shadow and Natasha made no expression on their faces. Though that didn't mean they were irritated by the comment.

"Unfortunately, it would appear we underestimated Mysterio's abilities." Natasha admitted. She then clicked the remote to show the next image. "I'm willing to make it up though. As shocking as it is, Mysterio has proven far to dangerous that his profile previously mentioned."

"That's an understatement." Qrow said sourly. Already knowing the damage caused by the illusionist. The next clips showing collateral damage that would take months to clear up. Namor city of course, was an exception. Since there was _no_ clean up to be made.

"Question," Iron Fist asked, Widow nodding to hear what he had to say. "I am simply wondering, how a man like Mysterio accomplished all this in less than a few days. From what I've read on the scrolls given to us, Mysterio hasn't shown this level of competence."

"Got that right." Rouge said while filing her nails. "Dude destroyed an entire _city_ in less than a week. That's not something guys like Mysterio can do."

"Say that to Winter." Upon saying those words, the mood lowered on Logan's comment. Three days have passed since Winter had rescued everybody from the city. Three days since she stayed asleep.

"Yeah...how is the chick doing?" Luke asked.

"Fine." Widow replied. "According to Doctor Strange, she just overexerted herself from using that kind of power. She's just in a state where she needs plenty of rest and recuperate in order to regain her strength."

While she looked okay, Widow was actually very upset on what happened to her. Even Logan and Qrow didn't like it. Their ally put in this state, simply because they didn't take account of what Mysterio could _really_ do.

"In another case, we have to deal with this. And soon." The next clip showed Mysterio and a few small pictures of everything he took from the factory. Dust, Iso-8, a arc reactor, and a few other things. "Mysterio is planning something, something big."

The image changed to one team known as JNPR. "According to team JNPR report, Mysterio was already gathering dust for some reason. And now, he has even more with the power of the Iso-8 crystal. Another file giving details how just one allowed him to transform Angel Island into a nightmare realm."

" **Processing data, question found: Mysterio possesses multiple Iso-8. However, my sensors have indicated that he is planning more. But what?"** The one-army weapon asked. While all the information was good, Widow herself didn't actually know either.

"I have no idea what Mysterio's plan is. Which is why I had Rouge dig up some dirt." Everybody looked at the Mobius bat, waiting for an answer. The bat only sighed, shaking her head.

"Sorry boys and girls, but I got nothing." This was surprising. Even Shadow raised a brow. Knowing that when Rouge dug up dirt, she'd usually find something.

"Can you explain Rouge?" Widow asked.

"Sure. But you won't like it." Rouge then showed everybody her own scroll. On it was an image of one Junior 'Hei Xiong'. "I got info that Mysterio is in Atlas somewhere getting a mega power-up. According to big boy here, he has no idea where this inventor Mysterio visiting is. And as much as it pains me, I found nothing else on what Mysterio's plans are. Not even a hint."

"Are you kidding me. This guy's been running around, destroying every place he visited, gathering gear and dust, and you have no idea what he's up to." Qrow snarked. Rouge wasn't fazed by his rudeness though, and just kept a calm face.

"Sorry honey, but I really got nothing. Although…"

"Something up?" Widow asked, noticing the bats pause.

"Well…..It's just a theory. But for some reason, I feel like Mysterio isn't just blowing stuff up because he wants to. More like….circumstances made it happen." Rouge replied, giving her thoughts on the matter.

She read Mysterio's file, and saw that throughout his career, he's never caused damage. At least, not this much anyway. Only causing it when things get out of hand. Usually by Spider-Man, not surprising. Not to mention the train incident didn't match up to his bio at all.

"Wait a second!" Wolverine said. "Your telling me, this guy did all of this destruction, and he wasn't even trying." When it was said like that, it did make things look bad. "Great. Just great. And I thought that damn explosion was all I had to worry about. My eardrums took a whole ten minutes to heal."

"Whatever the case," Widow continued on. "We need to find Mysterio, and fast. He's already taken powerful crystals, and installed fear on most of the planet. And I have no intention of seeing what his endgame. Which reminds me, Moon Knight."

The great chosen one of the moon looked up upon his name being called. "Any chance you got information on Mysterio. I know you've been lurking around the underworld for any intel."

"I do. And while the scum of crime told me nothing, the great moon has told me much."

"Uhh, you mean the broken moon in Remnant, or ours?" Luke asked, still questioning Moon Knights so-called master, which was the moon. He had doubts on that.

"Remnant." The Moon Knight said. "Though I admit, it was difficult speaking to it. The shattered state it's in makes communication quite garbled."

"In that case, what do you have?" While Widow was unsure about this whole moon talk, she's seen other things. If the moon can help, then who was she to deny assistance.

"Very well, but you won't like it." Moon Knight replied. "It was tough, but I finally deciphered the moon's message. It said, "Beware not the illusionist, but the great poisonous web. For the Wolf will come, and only the master of illusion and the lurking hell can save the Great Web."."

The responses of the message was very questionable. While the Secret Avengers didn't know much about it, they did know about the Great Web of Life and Destiny. Something Spider-Man himself, and other incarnate versions of him were connected to. A power that could lead into other realms and dimensions. Their thoughts on the message, made them quite irritated as well.

"Oh great. Another stupid message that isn't straightforward. Why do powerful beings always speak like that?" Luke angrily muttered. Unamused by more gibberish talks.

"So, the Web of Life and Destiny is in danger." Shadow spoke for the first time. "I'm not sure what this 'Wolf is, but why is the message saying the 'illusionist', Mysterio, is the savior. It makes no sense."

" **Likewise."** Omega agreed. **"Should it not be Spider-Man doing the saving? And if the Web is in danger, how come Madame Web or the being Ero, don't know about it?"**

"This is all stupid." Qrow snorted, drinking from his flask.

"For once, you and I agree brother. I never did like all this cryptic talk. Moon Knight, don't you have a better answer than this?" Raven asked her comrade.

"Do not ask me," Moon Knight said. "I only give the message the great moon gives. And I would have gotten more, had the moon not been destroyed. Stupid gods."

Before anymore arguing could take place, Widow slammed her hand on a desk, gathering their attention. "Enough."

"All I know, is that we need to find him soon. Because there's no telling how much damage he will do in these coming days." With Mysterio's track record so far, Widow did not want to see what more chaos Mysterio can come up with. They needed to deal with him, be it peacefully, or by lethal means.

"In any case, it's time to go. Secret Avengers, assemble." With that, the meeting ended.

* * *

In another part of Beacon, another group of much younger-yet still heroic-heroes were in their own meeting. The one's participating were Ruby, Weiss, Jaune, Ren, Nora, Pyrhha, Tails, and Lucina. Currently, all of them were in team RWBY dormitory waiting for two more allies of theirs. Who had just opened the door right now.

"Blake! Kaine! Good to see you!" With a smile on her face, Ruby jumped up and hugged her two a small smile on the normally calm girl, and a grunt from the other.

"Nice to see you as well Ruby."

"Yeah, yeah, likewise. Can you get off now."

Giggling, the young rose simply did as told. Everybody aside from her then sat down while she took out a conveniently place whiteboard from nowhere. On it was some small writing, a few little pictures of them, and some sticky notes. One of the bigger pictures though, showed a familiar figure that has been on their wold from some time.

"Alright everybody." Ruby began, clearing her throat. Taking a bit of a more serious tone as well. "I think it's time we all had a talk about the bully in Remnant. Mysterio."

Already the atmosphere in the room turned sour. Mysterio. The very villain that had traveled into Remnant, causing damage like no other. He wasn't anywhere close to Goblin, or other world-ending threats, yet he's done _much_ damage.

"That man," Weiss said with barely held anger. "He'll pay for what he did to Winter." Weiss had heard the news about what happened to her sister. It was bad enough she and Ruby got knocked out in a disgraceful way, robbed, and beaten. The mobius bat Rouge explaining that Crossbones boss Sin was long gone, with their outfits to boot. Sure they could get new ones, but it was infuriating that they let their guards down like that. However, that didn't matter at all compared to what happened to her sister.

"If I recall, Miss Widow explained that she would be alright, no?" Lucina asked curiously. Unlike some of the others, she didn't know to much about magic. At least, not of this world. Still, even she knew that expanding one's mana more than it should was dangerous.

Her answer came from Kaine. "Yeah. However it'll be awhile before she gets up. Teleporting an entire city of people will do that."

"Still can't believe Mysterio would do that." Tails said in disbelief. As one of the people active, even he was still surprised by the events that took place. Everybody in Namor now homeless.

"Oh yeah." Jaune said. "Can any of you tell us what happened to the people?"

"Also," Nora's partner, Ren said. "While _we_ know of what happened, how come we've only been hearing rumors on the regular news?" Everybody in the room, alongside Ozpin, the Secret Avengers, and a few higher ups knew what happened. To the rest of Remnant though, not much.

"That's easy to explain," The heiress began, still upset. "It's because Ozpin, Ironwood, and the other higher-ups don't want people to be more scared by Mysterio than they should be."

"More scared?" Pyrhha questioned.

"Yeah, can you explain what that means." Kaine demanded. Like Weiss, he also wasn't in a good mood. For other reasons of course, seeing as his trip to the Belladonna household was ruined. Not that he cared of course, he just thought it was rude to stand them up. Nothing more. Honest.

"It's because of the Grimm." Weiss explained, not looking pleased still. Noticing that, Ruby decided to take over in the speaking role. Going back to the board with a marker on hand drawing some pictures.

"Like Weiss said, it's because of the Grimm." The pictures that represented two images. One as a docile Grimm, the other a vicious Grimm attacking. "Now, while Grimm are always attacking, it's usually in a small matter. Mainly attacking on sight, nothing more."

A new picture came showing a frightened person. "However, as we all know, when a person feels fear, or other negative emotions, they show up. And the greater the fear, the more that come."

"And the more fear Mysterio _installs_ , the more Grimm that will come." Jaune now understood. Ruby nodding to his well deduced conclusion.

"That's right. Already there are reports of higher Grimm attacks. If the world new what he did to Namor, that would raise the attacks higher than most Hunters could handle." In fact, since Amity's fall, there were more reports of Grimm activity near the forest. It was handled easily, but there were still more coming.

Especially towards the large numbers the former citizens of Namor their home blown up would likely cause such discomfort. Luckily, the Atlas military was already taking the people somewhere else.

"Just great." Kaine sarcastically said, already upset at the news. " Now we have to clean Parker's mess, and find this guy. What a pain." Seriously, Mysterio was Peter's enemy, not theirs. If Kaine saw him again, he's gonna punch him.

"In any case, how are you going to find him?" Pyrhha asked team RWBY, or in this case, RWB.

"Not sure, considering where being put on hold." Ruby replied shrugging her shoulders.

"Wait, you're not being allowed to find Mysterio?" Ren raised a brow at this, with his only answer being a scoff from Weiss and a sheepish smile from Ruby.

"Stop right there Red." Kaine stood up, and looked at Ruby with a look of irritation. "What do you mean you can't go, why not?" He demanded.

"We'll, because Ozpin and the Secret Avengers told us not to." After what happened to the city, it was declared only the Secret Avengers will continue the hunt for Mysterio. This wasn't of course because they believed Ruby and the others were weak, but simply because Mysterio was under the radar. More difficult to find.

While team Ruby excelled in combat, they still had much to learn such as tracking. Most of the time finding villains through sheer luck or convenient timing. They would be hindered in finding Mysterio if they did it on their own.

"However, we already have a solution." Ruby then looked at team JNPR with bright eyes. "Even though the D-Avengers can't hunt them down, you guys can." Yep, even though JNPR weren't D-Avengers, they were still allies. Unfortunately, Jaune and the others only looked bashful as they looked away from Ruby's innocent eyes.

Kaine already felt something coming up.

"What happened?" He bluntly asked.

"Well….." Jaune began, rubbing his head awkwardly. "See, the thing is…" The young blonde checked back on his team, hoping for help. They only gave him a thumbs up. "Hugh. Okay, sorry Ruby, but we can't help you."

"What!" Ruby cried out. "Why?"

"Yes, may you please explain why you cannot aid in hunting Mysterio?" Lucina asked her fellow comrade in arms. Even Tails was curious.

"That, umm. See, our team is kinda...grounded, for what happened at Amity." Like he said, team JNPR had landed themselves in a heap of trouble. Not only had they not told the proper authorities what was happening, they had broken the law as well.

Hijacking a small bullhead, breaking and entering the Amity, causing collateral damage, interfering with a huntsmen work-a misunderstanding that couldn't be corrected-and a few other offenses. It took Ozpin his full authority to make certain they _weren't_ arrested. They avoided that fate, but the team was put on lock down for at least a few weeks.

"Dang it." Ruby frustratingly snapped her fingers. Looks like team JNPR was out alongside her team. Still, that didn't mean she would do nothing. She just needed another plan.

' _But what? I was hoping Jaune and his team to do this. And I can't call Peter, he's having fun with his Aunt May.'_ Her mind tried seeking an answer, but found none. She was strictly told the D-Avengers were off limits on the case. While Ruby had other allies, she didn't think it was wise to just ask them to deal with their problem.

' _Man, I got nothing. I mean, everybody in this room can't do nothing. Except for…..'_ Ruby's gaze looked at Kaine. Weiss noticed the look, and turned to face Kaine as well. Then Lucina. Then Tails. Jaune. Nora. Pyrrha. Ren. Blake.

"..." Kaine could see where this was going. "Oh no! No way! This is _not_ my problem. I'm not doing it."

"Come on, please!" Ruby begged with puppy eyes.

"Finding Mysterio could believe you of stress." Weiss added.

"Yeah! Break his legs!" It wasn't long before everybody started coxing Kaine to do it. Trying to give him bribes, speaking of honor, giving him a bag of cookies and little tools. Kaine wasn't sure what Tails was thinking on that last one. Then he saw her face. Blake's.

"Please Kaine." Those amber eyes instantly broke him. His stubborn nature though denied this, but he already knew what had to be done.

"Fiiiiine." Everybody in the room cheered a bit. Wishing him good luck on his endeavor. "Tch! I'll be going then. Don't wait up." Walking near the window, he opened it and let loose a web. Jumping out ready to get this over with.

"Welp, all's well that ends well." Nora answered with a goofy grin. She then looked back at the others. "So, who wants to see a movie?"

Everybody agreed. Packing their things to enjoy a nice day out.

"Oh yeah, Weiss." Ruby asked. "How's your brother doing? I was wondering about him."

"He's fine. Although I have noticed him doing something in his room. Probably nothing important though."

"Okay."

* * *

Somewhere in Atlas, Mysterio was inside a hidden warehouse, sitting patiently. He had finally found the manufacturer dealer, who would make his new suit. Giving him most of the dust he had acquired, keeping the rest, including the arc reactor and Iso-8, for himself.

Normally Mysterio would be giddy upon receiving this new suit. The new capabilities it would allow him to wield. The power.

Instead, he was focusing on one thing only. A small amulet on the palm of his hand. One that shouldn't even be with him, but with a certain uptight girl that tried killing him. Yet here it was, with him now.

Alongside the amulet, was a blurry memory. One that Mysterio couldn't comprehend. Only understanding that _it_ played a role in it. Causing damage that Mysterio couldn't believe. At the very least, all those people were safe. Mysterio was many things, but a massacrist wasn't one of the.

"Mr. Mysterio. It's ready." From the waiting room, a young man came and informed Mysterio his suit was ready. Putting aside those disturbing thoughts he had, he placed the amulet away, and stood up. The man leading him to where the dealer was. Mysterio hoped dearly, this would be all worth it. When he beats the Spider, once and for all.

* * *

 **Sorry for the lack of action, but now you can tell big things are happening, the Secret Avengers are coming at Mysterio. Plus a mystery message, who could the wolf be? A shout out if anybody can answer that. Kaine's also on the hunt, and Mysterio is now meeting up with a good doctor to get a brand new suit.**

 **Next Chapter: February 25th.**


	14. OpeningEnding

**Opening 1**

 **One Piece-[Hope]**

The world of earth-616 is first seen. As it zooms in, New York city is shown, viewing the streets, the people, and all the buildings. One of the buildings exploding. Through the smoke, it reveals Mysterio himself posing while releasing his mist. Everybody in the vicinity running away screaming as the mist envelops all.

 **Heroes United: Villains File-Mysterio**

The first scene shows multiple of Spider-Man's enemies. Dr. Octopus, Negative Man, Kingpin, Green Goblin, Venom, and Doom. It then shows his otherworldly foes in their own poses, Hades, Salem, Dr. Eggman, the symbiotes, and Grimadoom. The next few scenes showing Spider-Man and his allies, Sonic and Ruby, fighting them with some form of difficulty. The last scene showing Spider-Man easily punching Mysterio unconscious The scene fades away with Mysterio in prison.

In the cells, Mysterio recalls his life. The next images showing him as a child, an intern, then finally, him working on the Mysterio suit. Flames soon appear, in it is his master, grinning while holding Mysterio's daughter laughing. Desperately Mysterio reaches out for her, only for them to vanish in flames. Gritting his teeth, Mysterio looks out his cell, his face becoming serious.

Soon he is shown attacking the Triskelion, countless agents screaming in terror. Inside, Shadow, Widow, and Winter ready themselves. Mysterio's shadow looming over them in a wicked manner. The scene soon leaves earth and shows Remnant itself with the shattered moon. Zooming in as well.

The next scene reveals Mysterio facing team JNPR, his hands glowing while a strange goopy creature is seen nearby. The next clip showing Amity falling with Mysterio leaving with no regrets. Behind him is a strange figure wearing a brown hood, watching.

As he walks, a camera is watching him. From the monitor, it shows the Secret Avengers themselves. Widow, Winter, Shadow, E-123 Omega, Rouge, Luke, Iron Fist, Qrow, and Moon Knight. Also watching from other monitors is Toad from the Brotherhood with some mutants and Faunus. Hydra with Sin smirking and Crossbones. The Daredevil. Kaine, Lucina, Tails, and teams RWBY and JNPR. And finally, Belladonna with her assassins.

Soon, Mysterio is seen battling against multiple foes that stand in his way. Dodging blasts from Hydra soldiers. Throwing his illusions at the Secret Avengers as they face him off. Then he's seen carrying Whitley Schnee while escaping from the Brotherhood and White Fang.

Finally, Mysterio is shown in a strange new suit, flames surrounding him as he wears an unknown amulet upon his neck. Behind him is a strange silhouette of his master.

In front of him are multiple shadowed figures. All of them with glowing sinister eyes. Behind them all is the strange robed figure from before. He takes off his mask revealing a face that's hidden in the shadows. Only yelling as his minions soon run towards Mysterio. Reflected on Mysterio's helmet is half of his face, the other half showing the running enemies. His face becoming serious as he screams. Ready to fight them all.

His body soon floating as a purple aura surrounds him, the scene ending with a strange crystal releasing purple energy.

* * *

 **Ending**

 **A Certain Scientific Railgun S-[Silent Party]**

The scene shows a small home during a pleasant sunset. The house is zoomed in revealing the inside of the house. It then transits into a room that possesses many items and photos. Inside it shows any small gadgets and gears. Papers with designs of those machines on it. Moving on to newspaper clips that feature Mysterio himself. Each one showing him in a epic pose. Some revealing his destruction, others showing Spider-Man beating him. The Spider-Man pictures having funny faces on them from a marker. The next newspaper looking quite old, revealing a young man looking happy, holding a script.

The scene then changes to Mysterio, now wearing regular clothes. Sitting down eating with his daughter, the two laughing. As they enjoy each other's presence, the final scene shows the Mysterio outfit in the room. Surrounded by all the objects Mysterio collected over the years. The very helmet itself glowing, for just a second..


	15. Chapter 13

**Chapter 13**

"So, you're the great Mysterio I heard so much about. Not gonna lie, I thought you'd be bigger." Speaking without any fear was a man known as Dr. Henry. A scientist that helped developed battle suits and armor for the military. At least, he did until he was fired. Now he was just a simple man making money through less than legal means.

"Ignoring my height, do you have what I ordered."

"Of course. Follow me." The dealer took Mysterio into another room. There, the crook saw the new suit. While he considered himself the best in creating and designing, even he admitted, the new suit looked spanking.

"This is, incredible." He said in awe.

"I thought you might like it. Just take a good look at it." The suit at first glanced seemed to look like the suit he had. However, there were differences between them.

First off, unlike his green, this one appeared grey. On the chest was the Mysterio symbol, that of a golden eye that was always watching. There, multiple glowing lines sprouted from it. If one looked closely, they would see that it was small tubes that contained dust within them.

His cape also looked well made, having a nice soft feel to it. As for his helmet, it appeared more or less the same. However, Mysterio could tell that the glass seemed a bit transparent. Where someone would likely be able to see through the glass, but only a bit without true clarity. At most only see the outline of his face.

"I have to admit." Mysterio said while walking around the new suit. "This is more than a little impressive. And, you say it can now use dust."

"You bet it can." The dealer said with confidence. "This bad boy can not only release those gases and mist you make, but now you have the very forces of nature in it. All that dust under your control." He then lifted the arm, showing Mysterio the gauntlets. "I also added a few improvements. Now, you are at least two times stronger than the old suit. And more durable as well. And, I have a good surprise for you."

The dealer went near the chest, and lifted the eye up, revealing a circular component. A component that looked like a certain machine could fit in it. "I heard word that you got an arc reactor.'

That was all it took before Mysterio almost fainted. His new suit. With a arc reactor in it. It was to much, making Mysterio a very _very_ happy man.

"Ohoho! That _is_ incredible." Mysterio was more than pleased with this new suit. He loved his old one, but every director needed something new when making a new film. This suit fulfilled the requirements. Without hesitation, Mysterio took out the arc reactor, and laced it in. The suit glowing to life, looking quite bad ass at the same time.

"Ahhhhhhhh!" He screamed in joy. As Mysterio kept gaping at the new suit with glee, his attention was brought to the dealer who coughed. "What is it?"

"Oh nothing. It's just that, I noticed that you have more things down there in that little bag of yours." Inside his bag, was the remains of the dust, the four containers holding the wisps-like the amulet, he received them. But didn't wish to focus on that to long.-cash, a few tools for repairing the suit, and of course, the Iso-8 shards.

"What about them?" Mysterio asked suspiciously. He was happy with the suit, but there was no way he was handing over the Iso-8. He almost died for them. The dealer, also noticed Mysterios changed tone.

"Oh, don't be worried. I'm not going to take them forcibly. Heavens no." The dealer had heard of Mysterio's exploits. So there was no _way_ he wanted to get on his bad side. Still, that didn't mean he had a plan. "I was just thinking, if you'd like to make a trade. Just a few of them."

"A trade…?" Mysterio narrowed his eyes, but put his thoughts on the offer. Right now, he had around near a few dozen Iso-8 shards. Most of the small, with only three or four being pretty big. Still, despite their size, they were powerful. However, perhaps Mysterio could at least listen to this...offer.

"Alright. Talk."

"With pleasure. Follow me now." The dealer took Mysterio to the other side of the room. Taking out a remote, the dealer pushed a button and the wall started shifting and moving. Revealing a large monitor screen, and glass cases full of objects Mysterio has never seen before.

"Now then, feast your eyes on all of this." Doing as he said, Mysterio gazed upon all the strange, wondrous items. All of them giving a sense of otherworldly capabilities. These were items he's never seen before. A part of him telling him that some of these items were from other worlds.

"As you can see, these are from other worlds." Called it.

"Now, I have many things you may like. Just look at them." Doing as he told, Mysterio checked out the merchandise.

Golden rings from Mobius with a few Red star versions. Some hover boards from Stark. A few Ultron droids that could be used for special services. Some symbiote creatures-hard pass on that. A red and white little ball. A mushroom with a….face on it. Some mystical looking wands. A ink spray gun. And so so much.

"Ohhh. What's this?" One item that caught Mysterio's attention was a unique looking red ruby. It seemed to 'glitch' for some reason.

"That one. I call it the Phantom Ruby. Supposedly it makes realistic illusions." Okay, that was a handy power all right. Sure Mysterio was capable of creating his own, but this ruby seemed better. Before he could ask for it though, the dealer quickly ruined any hopes in attaining it.

"Just letting you know, someone already ordered it. A strange jackal from Mobius with a interesting mask." Snapping his fingers in frustration, Mysterio decided to just look around some more. It was a loss, but there were other nice things here. One catching his interest already.

"Hey, what's this thing?" What Mysterio was pointing at was a strange sphere full of color and glowing. The label below it calling it a Smash Ball.

"Ah, those. I won't lie, those things are a slight confusing items. The readings off them are off the charts. Supposedly by smashing them, one could attain a grand power for a limited time." The dealer replied.

"Okay. But why does the tag here say Crazy Hand below it?"

"...I can assume it's just an alias for the dealer. You interested in it?" That was a good question. While the whole grand power sounded nice, it only lasted less than a minute. The Iso-8 lasted as long as you held them.

"Oh, and if you get this one, I'll throw in the fake Smash Ball. The one that makes your enemies go boom."

"I'll take it." Giving the dealer a few Iso shards, Mysterio took the real Smash Ball, and the fake. You never know when such a thing could be useful. Once that was done, Mysterio bought a few gadgets to go with the new suit. One's that improved it's holographic projector, and a small mini-computer in it.

Eventually he only possessed three regular sized Iso-8 crystals and the remaining few shards left. Perhaps he should get one last thing before he left. But what?

The dealer seemed to sense Mysterio's indecisive in what to get. So being the 'kind' man he was, he decided to help out. "In case you need help, I have one last item that could help you out. In fact, I dare say it would suit you."

The dealer pressed another button on his remote, showing another glass case. This one holding what appeared to be either a staff or scepter. "This is something I discovered in some ruins here in Remnant. It seems to possess some form of magic in it."

It is an ornate brown staff with metal details and adorned with an emerald design on it below was also a floral pattern. Handing it to Mysterio, the illusionist examined it, and felt a interesting power. Even more surprising, the emerald gem was actually a Iso-8 somehow. Then again, there were reports of Iso-8 popping up from the past somehow.

"Hmmm. I admit, this seems nice." Mysterio complimented. He never used a scepter before, but this seemed more than a little nice. The dealer looking satisfied.

"Yes. A good choice indeed. A man of your caliber deserves a well crafted scepter. Rumor has it this was even used by a great magician from long ago." Said rumor was actually true. Since the scepter did belong to a certain Beacon headmaster. But who were they to know.

"Vey well. I'll take it." Handing the dealer the last of the Iso shards, Mysterio then grabbed his new suit and items, and swiftly left the room to change. Before he went away, he turned back to the dealer. "Oh right. I almost forgot to ask. Do you know where I could find any Grimm?"

* * *

Somewhere in the land of snow, there were two Beowolves in the cold region just wandering. However, these two Grimm were far different from most others of their kind. The reason, because they held a strange sentience that has never been seen before.

"And then I said, Barbra, don't go in there. And she still got herself killed."

"Wow. Who knew television characters were so stupid." Granted, sentience didn't mean viciously intelligent. More like, two regular dudes having a pointless conversation.

"Anyway Mike, where are you taking us? I don't recognize this place at all." One of the Beowolves asked. Having never seen snow before in its life.

"Of course I know where to go Marty. Besides, we sensed a _huge_ amount of negativity here." The Beowolf known as Mike said. "Soon, we'll have all the fear and violence needed."

"I guess so. Hehehe." As the two Beowolves wandered, they then heard a loud noise somewhere around them. An explosion of sorts.

"Woah, what was that?" Marty questioned, looking around where the noise originated from. Mike also checking the area, then spotting some a small Nevermore.

"How about we ask that guy over there. Woohoo, over here." Waving his hands to get it's attention, the small Grimm noticing him. "Alright. Got its attention. Now let's just ask what's going on and-"

A large beam of red light instantly vaporized the Grimm. Whatever remained evaporated into a black fog. Marty and Mike just stood dumbfounded. Their jaws wide opened upon seeing their kind turned into nothing.

"Well that was easy. Now what have we got here." Their heightened sense picked up the voice. Meters away from them, the two brother Grimm saw a peculiar man wearing an outfit that looked weird. The strange dome of glass around the head especially. Weird outfits meant only one thing. Huntsmen. "Huh. And here I thought I got rid of the Grimm around here. Best to make up for it."

The man raised his glowing red palm. In a instant, the two Grimm knew what was about to occur. Facing the same fate as that poor little birdie. So, the two did something not commonly seen in Grim at all. The first in all history.

"Oh please, oh please don't kill us!" Mike begged, getting on his knees and holding his hands together. His brother Marty doing the same.

"Yeah! We're not even worth it!" As the two pitifully begged, the stranger just stood quite unsure what to do.

' _...I thought the Grimm were suppose to be mindless.'_ Mysterio, like always, made certain to prepare before entering Remnant. Which included reading up a bit on Grimm. What they were and how dangerous they are. All his findings indicating they were no different from animals. Only larger and bonier with the whole skull masks and junk. This wasn't what he read.

"So pleeeeeaseee don't kill us!" The two Grimm were still posterting before Mysterio. Already getting sick of it. So, he just did what he would to silence them. Shooting a blast right near the two.

"Ahhh!" The Beowolves cried out fearfully. Mike jumping onto Marty's knees. The latter just shaking his head in disgrace.

"Shut up." Mysterio commanded. The two locking their mouths shut. While they kept themselves silent, Mysterio pondered on what he should do. Personally, he had no qualms on getting rid of them. They were Grimm, everybody on Remnant and the other worlds killed them off. So no one would miss them at all.

However, this was also the first sighting of a intelligent Grimm, or at the least one that could talk. From what Mysterio read, the more intelligent Grimm just became more cautious and deadlier fighters. These two, not really much to look at.

Though, they might just have some information he could use. If not, then he'll simply kill them.

"Okay you two, here's what's going to happen." He began. The two Grimm staying still, listening carefully. "I'll let you live-for now-and keep it that way. S long as you can give me information. Understood?"

"Yes sir. Very."

"You can count on us." The two Grimm replied. More than satisfied that they'll keep their lives intact.

"Good. Now before we begin, I'm curious about something. How are you two able to…...talk?" Again, Grimm were supposed to be mindless automaton creatures that killed on sight. These two had the bodies of visciouse killers, yet didn't obey their primal instinct. May as well see how that was.

"...Talk?" Mike asked. A bit unsure how to give the answer. Marty though, already decided to explain.

"Right, talk. Honestly, we're not sure how." He explained. "Mike and I were more or less like regular Grimm. The killing, the scaring. Oh, good times." Mysterio just showed his palm again, Marty talking again to avoid it. "H-however, that all changed when we found it."

"It?' Mysterio asked.

"Yeah, it." Mike continued on. "We were just minding our own business when the three of us were exposed to some weird glowing dark green stone. Or what was left of it anyway."

"After that, we could just...talk." Okay...that only just left Mysterio with more questions than answers. Not sure what to conclude from all that. He wasn't even sure if he'd ever find a answer, and in truth, he wouldn't.

Unbeknown to all, the truth of the Beowolves ability to talk actually came from an interesting source. One that the Green Goblin used months ago to rule all of reality. The Iso-Oz Sapphire.

When it was destroyed, the power had spread, the majority entering Goblin. A small piece of the sapphire, survived. Due to the rules of space and time being at wack of course, the small piece entered another world. Remnant.

It was tiny, but such a piece that held wicked power could _not_ be found. For if a man or woman with ill intentions discovered it, the results would be catastrophic. Which is why it was probably for the best when a few Grimm found it, and accidentally absorbed the power. Resulting in the birth and altering of Remnant's first and only sentient Grimm.

Not that anybody would know or care.

"...You know what, never mind. Forget I asked." Best not to think what gave them their sentience, Mysterio thought. Realizing it would be useless information either way. Still. The two might be useful. "Anyway, I have another question. It involves your brothers…..sisters...You know what, just the Grimm."

"Okay, whatcha need?' Mike asked.

"I was wondering if you know of any tough Grimm around here. Testing my new armor." If Mysterio was preparing for his fight, then he needed to test this armors power. All the way to the limit. But in order to do that, he needed tough foes. The Grimm around this area being rather weak to Mysterio's new weaponry.

"Tougher Grimm huh." Marty rubbed his chin with those razor sharp claws, considering Mysterio's goal. While the Beowolf couldn't say he liked his kind being massacred, if he didn't do it, then him and Mike were done for. So…"I think I might know one."

Hey, better the other dumb Grimm than them, right?

"Okay. Where is it?"

"Hold it buddy. It's not that simple." Marty began explaining, pointing at a long distance away. "Now, I know of a Grimm around here that could help you out, or whatever you need him for. But he's pretty far away. It'll take a day or two to get where he is."

"A day huh. Do you have some coordinates?"

"Coordinates?' Mike asked dully. Not really sure how coordinates would help.

"Yeah. Coordinates. Here, I have a map. Think you can see where your friend is on it." Mike took the map and looked over it with Marty. The two mumbling on where the Grimm was most likely at. After a few minutes, Marty used his claw to point where the Grimm was at.

"Around here I think." He said. The area he marked was around some snowy mountain. With a small forest where many Grimm were located at. "I still don't know why that'll help. It's still a day away."

"Trust me. I have this covered." Mysterio placed the map away after memorizing the exact coordinates. He then grabbed the two Beowolves by the arm, and spoke to his brand new A.I. system recently installed. "Karen. Take us away."

"Yes sir." Then like that, the trio vanished in a puff of smoke. Completely unaware by a floating Grimm in the form of a ghost. It's glowing red eye, simply watching the area the trio had recently vanished. Reviewing it's memory, the Grimm recalled what they all said, and knew where they were going. Luckily, it was much faster and had limitless stamina compared to regular humans. So if it was lucky, it just might see what was about to occur when those three met _that_ Grimm.

Without saying a word, the Gheist soon flew at great speed to see how those fools would die.

* * *

 **And thus ends another chapter, this one containing two unexpected characters. The talking Grimm known as Mike and Marty. How do they exist in this world? Plus I hope you like the cameo mentions I made while Mytserio was getting his new costume. As they say, clothes make the man.**

 **Next Chapter: March 1st.**


	16. Chapter 14

**Chapter 14**

Months have passed since the terror that linked the three dimensions. During that time, the population of Grimm had been slowly replenished. Though there were still a good number of Grimm that survived the war. Some like the duo Mike and Marty, alongside a few others. The Grimm they were about to locate, was one of them.

"So tell me," Mysterio ordered his new underlings. "What exactly is this Grimm like? I only know the common Grimm like you guys. Is this Grimm one of them?"

The Beowolf Marty shook his head. "No way. This guy is a bit more different from us."

"Yeah." Mike agreed. "He's not only a Alpha, but _way_ tougher to. Tier 3 at least."

"Tiers? What's that mean?"

"Oh. Just something me and Mike made up." Marty explained. "It's basically the threat levels that a Grimm has. Tier 1 is the lowest, while tier 7 is the worst."

"But don't worry. There are very few tier 7 around. Those guys are from the _forgotten age_. Grimm so strong, they could cause a calamity. Luckily, those guys are taking a big dirt nap."

"..." Mysterio wasn't sure how to feel about that bit of information. Though he let the feeling go. Like those Grimm said, they were currently 'sleeping' or whatever. So he doubted he would actually see one. It was best to just ignore it.

"Anyway." Marty said, grabbing Mysterio's shoulder and pointing at a nearby lake. "The Grimm is right about there."

"You mean where all those other Grimm are." Like the illusionist said, there were a few packs of Grimm around the lake. Mainly Beowolves and some Boarbatusks. Mysterio raised his palms, ready to obliterate them when Mike and Marty quickly wen in front of him, waving their claws.

"Woah, woah need to shoot.'

"Like Mike said. Just calm down. It'll only make it worst."

Reluctantly, Mysterio put his hands down. Though the Grimm finally took notice of the odd trio. Growls were heard all over. The Grimm walking closer, ready to maim the human trespassing on their territory. Mysterio was ready to blast them all, but Marty simply shook his head.

"Don't worry, I got this." The Beowolf then turned back, facing the growing hostile Grimm. Then he roared a them all. The Grimm stopping, listening to their 'brother'.

"And exactly what is he trying to accomplish?" Mysterio asked Mike. Wary that the Grimm was attempting to tell the other beats to attack him. Mike put his caution away.

"Nothing to worry about. Marty is just telling them your not here for a fight. The Grimm are just worried you'll try to kill them."

"Worried?" That was strange. Mysterio was pretty sure he heard how Grimm attacked everything that was living. Mike noticed his pause, and decided to explain himself.

"Yep. Believe it or not, us Grimm didn't _always_ attack humanity. That wasn't our purpose. Not at first anyway."

That sounded interesting. It would appear Marty was taking his time talking to the local Grimm. Mysterio may as well hear what the Beowolf had to say. Sitting down on a nearby rock, getting comfortable. "I Have time. So you may as well talk."

Mike saw no reason to hide anything. So he spoke. "I'm not sure how much you know about us, but long ago, our ancestors, the first Grimm, were born for one original purpose. The destruction of humanities creation."

Mysterio recalled a bit of that. During his time on Remnant, he asked a bit about the Grimm. The most used story was about two brothers. One of light, the other of dark. Where the dark created the monsters known a Grimm, and attacked all of humanity. Mysterio however, noticed the different wording Mike used.

"Humanities creations." The Beowolf nodded at that.

"Correct. In truth, us Grimm were born _before_ humans came to be. We really just attacked things like plants and whatever. Usually animals at most. But then, it all ended when our lord and his brother stopped their feud. Creating humanity _together_."

"I heard about that. But, didn't you still attack humans during that time?"

"Pretty much. But it was only if they bugged us. Nothing like constant attacking like these days." This was confusing. The Beowolf just said the Grimm didn't attack humanity always. So what changed? Mike continued on with the story.

"It made sense that we wouldn't attack humanity during that age. Our lord, our _true_ lord made it so. I mean, he helped created humanity. Wouldn't make sense to destroy them."

"Yet he left you alive."

"Hey, we were his creations to. Point is, while we still attacked humans back then, it wasn't like today." Mike said spreading his arms. "But then it all changed when _she_ came."

"Salem." The Beowolf only grunted in displeasure. Obviously not liking the name.

"Yeah. Salem. I don't know all the details, since this knowledge comes from thousands of years ago. But I do know this. After our lord left, that wannabe Grimm master took complete automatic control over us. Made us attack humanity for her."

Yes, without the Dark God, the Grimm themselves were more or less free o do what they pleased on the world that had strangely been left barren. As considerable mindless beasts, they just wandered around doing nothing in particular. The older and more intelligent ones leaving to take a nap. Then Salem came around a few years after their liberation.

Due to her having powers similar to the Dark God, she was able to use that authority to place the Grimm under her control. Enforcing the aspect of killing into their very being. Making it so that their nature would once more be nothing but destroyers of humanity. Almost succeeding to at times.

Then the power of dust, aura, and semblances came into being. The rise of technology also came in as well. Bringing about a stalemate in the ongoing war between Grimm, humanity, and the faunus. An eternal conflict, occurring eve now.

"...Wow. Never knew you Grimm had this kind of history." As far as Mysterio knew, most of the people of Remnant barely studied the Grimm. Usually only killing them. The most done being their sizes, types, powers, and form. Nothing else, especially their history.

"Granted, I won't lie." Mike continued on yawning a bit. "Even though us first era Grimm are now free, that doesn't mean we still don't like eating humans and faunus. They are tasty after all."

"...Okay. Anyway, I'll ju-hold on. What do you mean first era Grimm?"

"Oh. Well, I'm not sure why. But a few months back, every Grimm connected to Salem suddenly stopped being…..connected. There's also the fact that these _new_ Grimm are somewhat...off. Like there's something different about them."

What the Beowolf was telling Mysterio was that all Grim made before the Goblin War had been essentially 'freed' from Salem's control. When Green Goblin took over, the mental connection was used by Goblin. Then he was defeated, leaving no connection. No master.

Naturally, if Salem chose to, she could have taken back control of those Grimm. However, that became impossible after she absorbed not just the symbiote, but also the Iso-Emeralds, and the Dark Gaia substance. Effectively altering her into a different being. A being that while powerful, was no longer recognized as the old era Grimms master. These new Grimm being especially strange to the old ones, seeing as how they had Dark Gaia energy in them. The only good thing being that new Grimm didn't attack them. Still, as of this moment, all old era Grimm could actually be said to be near extinction.

Many of the old pawning pools wiped out, replace by these 'new' Gaia pools. Now all the old era Grimm had a choice. Kill, or just do whatever they felt. A good amount still attacked humanity, seeing as how they are more or less used to do it. But many like Mike and Marty just did nothing. Content with their new freedom.

"Okay…..not going to lie. Your history is just weird. No offense." Mysterio said to the wolf-like Grimm. Mike just shrugging his shoulders, not really caring. "But hold on a minute. If you 'old era' Grimm are free, then what about those so called, calamity Grimm."

A sinister idea came into Mysterio's mind. If what Mike was saying was true, then Salem no longer could control her old Grimm. The Grimm had choices of their own. Meaning maybe, just maybe, Mysterio could 'persuade' a super Grimm into working with him.

' _Riding a giant Grimm Dragon does sound nice.'_ His dreams of such a thing though, were utterly popped by Mike's intervention.

"Uhhhh, no." He flat out said. "First of all, _nobody_ knows where those guys are. Those ancient Primal Grimm could be anywhere. Plus, there's less than ten of them anyway. So the search just gets higher. Besides, I doubt they would listen to you."

"Dang it." Well, guess he could create his own dragon. It just wouldn't feel the same. While he was thinking on that, Marty came back looking quite pleased with himself. The other Grimm nearby no longer growling.

"Welp, I got them to listen. No more rude comments and the like. Come on, let's go." With his pal and Mysterio following them, the three went by the Grimm with no problem. Topping at the now frozen lake. "Here we are."

"...I don't see any Grimm." Like Mysterio said, he saw no mention of this deadly Grimm anywhere. Jut snow and a frozen lake. Marty just pointed below him though. Tapping the frozen ice with his foot.

"Yes there is. Just look a little closer."

"Closer huh." Using his new suit, Mysterio scanned for anything down here. Having his new A.I. also help. The artificial intelligence eventually finding something.

"I believe I have found the Grimm. It seems to be encased." As it said, a highlighted body was shown dozens of feet below the surface. The computer couldn't see what type of Grimm it was, but it was definitely big.

"I see. Mike, Marty, step back." Obeying, the two got away along with the other Grimm. Once they stepped at a good distance, Mysterio readied himself. "Karen. Initiate the fire dust."

"At once sir." As told, the A.I. switched the dust being used in his palms, adding them together with his special gas. The suit emitting a gas that heats things up. The surrounding area was soon melting ever so slowly. The cold hard ice turning into a trickle of water. The snow turning to mush.

Down below, the frozen Grimm sensed it. For years it had been trapped after it fell into a hunter's trap. But now, it was about to become free. It's hands slowly moving. The icy prison cracking, indicating the ice keeping the Grimm at bay was finally giving away.

"And this should do it." Mysterio soon stopped releasing the heated gas, and stepped back. The surface of the now slightly melted lake cracking everywhere. A dark mass slowly being seen. Then, the surface ruptured, giving way to the beast it held.

"Graaaaa!" Giant hands, a massive body. A violent nature as the beast used it's newfound freedom to beat it's massive hands against its chest. The glowing red eyes staring at the human. Standing up fully, revealing it's height to be at least three times the size of Mysterio.

"...That's pretty big." The Grimm was known as a Beringel. A Grimm that took a shape akin to a gorilla. As it is known, the older Grimm became, the bigger, stronger, and more intelligent they become. Proof of this showed through their bone like mask and armor. With how the Beringel had little to no black fur showing, being encased in mainly the bonelike plates, this Grimm was quite old.

"Wow." Mike responded whistling somehow. "This one is old all right. And strong to."

"Uh huh." Marty also acknowledging the Grimm's advanced age and strength. "This one's definitely tier 3, no, maybe even tier 4. It would take a good number of actual hunters to bring this one down."

While the two talking Grimm were commenting their 'brother', Mysterio was feeling a bit nervous. One of his plans in facing Grimm was attacking the body parts not protected by the bone armor. This creature though, was practically covered in it all. Plus that size. Kingpin had nothing on this.

' _Okay, maybe I was a little hasty in picking a fight.'_ Realizing his mistake, a bit of fear entered his thoughts. Fear that the Beringel felt. Roaring as it walked closer to Mysterio. Before a fight could occur though, Marty stepped up.

"Hold on big guy. Let's talk it out first." This stopped the giant beast. Something Mysterio was secretly thankful for. "Now, here's the deal."

Both Marty and the recently awakened Grimm continued speaking in grunts and illusionist once more not knowing what they were speaking. Mike helped clue him in.

"Don't worry suit man. Marty's just telling our friend what's been going on recently. He's a bit confused." That was an understatement. The Beringel was rubbing its head, taking in all the new information. Completely behind the times, which was understandable considering it's three hundred year nap or so. Eventually, Marty seemed to come to an understanding with the giant lug.

"Alright. I helped him out. And, he's willing to fight you Mr….."

"Mysterio." The crook said, giving his name at last. "And this fine…" There was no good word for gentlemen for this creature. "Grimm...is willing to fight me."

"Sure. So long as you don't kill him." Hmmm. Not killing. Looking at the hulking strength of this Grimm, not killing it seemed more difficult. Still, it wasn't an unreasonable argument. It wasn't as if Mysterio was some slayer of Grimm either. He just wanted to get some experience and handling of his new suit.

"Understood." He replied to Marty.

"Great. All the rest of you, move out of the way." The Grimm did as they told, obeying the alpha. A large clearing was made, with the Beringel and Mysterio in the center of it. The two about to initiate the first 'safe' controlled fighting between man and Grimm. Where neither will die.

"Alright. You two ready." Mike asked the two fighters.

"Yes."

"Grrrrr!'

"Great. Then let the fight….begin!" With that, the battle begun.

"Take this Grimm!" After setting most of his moves to non-lethal, Mysterio struck. With the new suit combined with dust, Iso-8, _and_ the arc reactor, the crook had more than a few new moves. One of them being an explosive laser beam.

"Graaa!" The Grimm of course, was only annoyed by it. The white bone armor actually withstanding it. Leaving only a burnt mark. In retaliation, it swung it's giant fist down. Hoping to crack the human.

"Woah!" Mysterio quickly dodged, and threw out a misty field to hide his body. The Grimm swung randomly in hopes of hitting him, but couldn't see him. Only getting blasted by the lasers more and more.

However, it was a Grimm that had lived long enough to develop some form of intelligence. Not like humans or Mike and Marty. But enough to know that randomly throwing hits weren't working. Instead, it focused on the negative sense. The ability all Grimm possessed to find those who are sad, envious, or in this case, fear. Because while Mysterio was confident, a small part of him _did_ fear getting hit.

"Graaa!" Locating the fear, The Beringel swung down where Mysterio was. Granting a satisfying scream as the first met it's mark. Sending Mysterio flying above the ground. His aura flashing once more.

' _Owww! That thing actually hurt me despite my aura and new suit defense. Not even Spider-Man could laugh this off.'_ Using his new dust, Mysterio used the wind variant to slow his fall down. Landing on his feet, moving quickly to dodge another fist.

' _Okay, I can't hide from it. Not completely. So….it's time to hope the new illusions will work.'_ Waving his hands in a manner like Dr. Strange, Mysterio summoned more copies of himself. Each one looking exactly like him in the smallest of detail.

"Mysterio's. Attack!' All the illusions ran to the Grimm gorilla, shooting fake, yet realistic looking, attacks. The Beringel was surprised by this, not sure which one was real. It crushed any that got in its way. The one's hit vanishing.

Still, the attacks kept coming. While the illusions didn't hurt, the real Mysterio still damaged it. Annoyed by this, the Beringel used it's negative sense to find him. Only to find a surprise.

"Hey Marty."

"Yeah Mike?"

"Is it just me, or do all those Mysterio's have the exact same…...emotions."

That was the nasty surprise sprung on the gorilla Grimm. All those copies had a small, but present sense of negative emotions in them. It couldn't tell which was the real deal. Something Mysterio took advantage of by using a wisp.

"Rocket!" Transforming, the new rocket shape Mysterio slammed into the Grimm's chest. Making it fall onto it's back. Once that happened, Mysterio used his wind dust to float above it.

"Now take this." Like Iron Man, Mysterio used his own beams, mixing in some ice dust into it. Forcing ice to trap the Grimm. The Beringel of course, would not allow it.

"Graaaaa!" Flexing its body, it cracked the ice. Soon overwhelming it with its immense strength. Breaking free from the prison. Then it stared at Mysterio with red eyes full of anger.

"Uh oh." The Grimm then launched itself into the air, reaching mysterio. It raised both arms and clenched the hands together. Then with a simple whammo, smashed the crook into the icy ground with a large smash. The Grimm backing away from the attack. The illusionist now in pain as well. "Ouch."

It was far from over though. The Beringel landed, cracking the ground with its weight. It then grabbed Mysterio by his foot, and did what the Hulk would proudly comment on with a thumbs up. Smashing.

"Ow! Hold it! OWWW! COE O-AUGHH!" Like a certain trickster god, Mysterio was hitting the ground over and over. His aura soon breaking _again_. Lucky that his suit was barely holding. Though some cracks were forming on the helmet.

"Ohooo. That's gotta leave a mark." Mike committed, cringing.

"I know. Still, it's not as viscous as the Nuckelavee from that small town it wrecked." Marty replied. Though even he had to admit, the pain Mysterio was sending off was quite bad.

"Grrr!" Eventually, the Beringel stopped smashing the human. Letting go of him as Mysterio fell flat on his back, groaning. Not that there was any time to continue groaning. Because soon afterwards, the giant behemoth jumped high in the air….and had its feet ready to smash the crook into toothpaste.

"What the-No way in hell!" Screw holding back. It was time to use the Iso-8. Powering his suit, the eye on the chest shimmered, sending out a purple uni-beam directly at the Grimm. The beast not even having time to roar, as the beam hit him directly on the chest.

"Graaaa!" The beam didn't kill it, but it did start pushing it up high into the air. High in the the air.

"Let's see how you land." With those words done, Mysterio stopped his attack. The Grimm now falling without slowing down. Mysterio quickly got out of the way, the beast soon making a large boom sound. The very ground breaking under its weight. Large amount of dust, snow, and debris launched everywhere.

"..." Mike and Marty, were undoubtedly shocked by this. Their jaws opened wide. Their eyes soon spotting the figure of Mysterio, who, while looking more than a bit dirty, seemed pleased. At least that was the emotions they sensed.

"Well, that went good." The crook stated. Was he in pain? Yes. Were his muscles super sore? Duh. However, this still felt good. Beating a Grimm bigger than a Hulk could boost a man's confidence.

"Grrrr!" To bad the Beringel wasn't quite beaten. A mighty hand soon grabbed Mysterio before he could do anything. Making him face the snarling face of the Grimm.

' _Shit!'_ However, the Grimm did not do anything that caused him pain. Instead, it just looked at him, as if trying to gaze at his soul. Then….it put him down gently. Naturally, this confused the illusionist. Especially more when all the Grimm began howling, but not in any form of anger, more like….cheering.

"Uh…..what's going on?" He was then grabbed by both Mike and Marty. The two giving him pats on the back.

"What do you think. They're cheering you on." Mike said, waving to the crowd of Grimm.

"Hehe. Not many usually survive against Grimm as strong as him. Naturally, the Grimm here are impressed." Like Marty said, the Grimm were impressed. Had they been still connected to Salem, they would have most likely continued their assault. Now though, they were free to just cheer.

"Oh..That's nice." Mysterio sheepishly said, actually smiling behind his helmet. He had to admit, this felt nice. While he would have preferred humans to cheer for the action scent he did, this was nice to. Which was why it was a shame when out of nowhere, a giant boulder landed on a small group of Grimm.

"Holy!"

"Oh my gosh!'

"Out friends!"

As the trio yelled out. From nowhere, a figure came out. He was buff looking. Strong. Bald. But he was _no_ loser. Beside him was a man in a green and yellow outfit. A yellow glow emitting from his fist. Mysterio knew who they were. And it wasn't good.

"Crud.'

"Crud indeed homey. You now face the man of invulnerability, and the guy full of chi."

"I do not like this introduction." From the snowy wind, Mysterio saw Luke Cage and Daniel Thomas Rand-K'ai. Also known as Power Man and Iron Fist, members of the secret Avengers.

"Now." Luke said pounding his fists together. "Who's ready to dance?"

* * *

 **Looks like more Secret Avenger have arrived to the show. And just after a fight between Grimm and Mysterio. Now instead it's become Grimm vs two tough customers. Let's see how they handle themselves.**

 **Next Chapter: March 5th.**


	17. Chapter 15

**Chapter 15**

"How…...How are you even here?" This should be impossible. Mysterio was in the middle of snowy nowhere. Far from any towns, society as a whole. Perhaps his fight made noise, but it shouldn't have made it to any people. Besides. Somehow, these two _knew_ where he was. It was crazy.

"Hehehe. It was rather simple, but I'd best not spill the beans dome head." Luke said while cracking his knuckles. In truth, it was actually a bit tough finding him. Shadow was able to help though. Using the power of Chaos Control, he simply warped to underground places with Rouge's intel. Then it took just a bit of 'persuasion' when finding the right dealer.

Once that was done, Luke and Daniel were assigned to take on Mysterio and bring him in custody. Everybody else helping with the former residents of Namor and dealing with the remnants of Hydra. Granted, both Luke and Daniel were still more than capable of bringing Mysterio down.

' _Shit, shit shit! This isn't good! Not good at all!'_ Now, Mysterio would normally be worried when facing a hero. Especially the more…..loose ones. However, the situation was even worse. Not only was he still tired from his early battle. But his suit was damaged. Nothing permanent, but if he overused it, the suit could possibly fail at the _wrong_ time.

Yet once again, it would appear mother luck granted Mysterio some help. Some rather dark help. "Woah there. Who the heck are you jerks?"

"Yeah! Who do you think you are? Killing are good Grimm pals." Marty and Mike were quite displeased by this turn of events. Here they were, having a somewhat decent time. Then suddenly these two clowns came in and killed some of their Beowolf buddies. Not cool.

"...Did that Grimm just talk?" Luke asked quite dumbfoundedly. Pretty sure that Qrow told them how the Grimm weren't intelligent enough to talk. Even Daniel looked at them in disbelief.

"I….believe so." The chi warrior said, narrowing his eyes in suspicion. Sensing a strange energy emitted from the two Alpha Beowolves. What concerned him more however, was the _substantial_ amount of energy coming from Mysterio. Which only meant one thing.

"Luke, be careful. It seems Mysterio truly does possess the Iso-8."

"Really. I guess this should be a interesting fight. I'll take on big and ugly though. He seems tough." The Beringel just snorted at the human. It couldn't comprehend much of what the human was saying, but it sensed smugness from him. The same emotion when that hunter threw him in the frozen lake for years.

While the two 'macho' men stared down at each other, Iron Fist himself only gazed at Mysterio suspiciously alongside the Grimm. From what he knew, Grimm always attacked humans. Yet these didn't seem hostile toward him. Something was wrong, but it would have to wait.

Iron Fist sensed that Mysterio himself was tired. This was the perfect opportunity to capture him and make him pay for his crimes. So without any hesitation, the two Secret Avengers began with Luke making a grand war cry. "Let's get this show on the road!"

"Grimm!" Marty yelled out. This time, being completely serious. Having a carnal snarl alongside Mike. "Kill the intruders!"

"Graaaa!" All the Grimm obeyed their alpha's command. Every Grimm attacking giving into their blood lust and rage. Their roars didn't faze the two heroes at all.

"Ha! As if that will stop us!" For Luke, aka Power Man, he feared none of their attacks. For the Grimms deadly claws did nothing but tear apart his clothing. The useless attempt allowing him to simply punch them into oblivion. "Is that all you got?!"

"Graaa!" His answer was a giant fist. Punching him above the sky. Instead of frowning, Luke simply grinned. Ready to fight the giant Beringel.

For Iron Fist, he simply coated his hand into a yellow glow full of chi. A power that enables him to take down even the toughest of foes. The Grimm stood no chance against it. The nearest beasts simply being killed by one punch.

Some tried circling back, but with his empathetic senses and heightened hearing, he distinguished their locations. Dodging their moves with ease while counter-attacking them.

The Grimm could do little to stop themselves from being killed. Turning into black smoke once they died. A few boar Grimm tried attacking the martial artist when his back was turned. Using their rolling move. Instead of hitting him, Iron Fist simply dodged such predictable strikes and kicked them away. However, he then sensed a glowing energy directed at him.

He swiftly leapt up, dodging a beam of fire dust. Upon landing, he stared at the one who used such a move. "Mysterio. I should have known you'd get involved."

Mysterio said nothing, only grunting. Throwing more attacks at the enemy. Iron Fist dodged each one, even absorbing a few blows to absorb and augment his abilities. Then using said power to kill more Grimm.

"Got you!" Unaware, Mike had hidden among his 'brothers' and struck Iron Fist's back. Making a nasty wound on his flesh. Yet Mike sensed no fear at all, not even pain. Instead, his target simply turned back and kicked the sentient Grimm away.

"Mike!" Marty then tried his own attack, only for it to be blocked by simple moves. Then punched away. The only good thing being that the punch had no chi. Not that it didn't hurt the same.

Meanwhile, the Beringel was having its own troubles. Back when it was active, it had killed many hunters with ease. It's armor too strong to pierce. It's punches easily able to break a man's bone. This human though, he was proving more than a little resilient. Shrugging off his attacks like they were nothing.

"Seriously, is that all?" Luke mocked the Grimm. "If this is all you've got to show me, then maybe I should show you my own punch."

Dodging the Beringel's fist, Luke ran up to it and punched the Grimm's chest plate. Cracks filling it immediately. The Grimm roaring in pain, unbelieved that it's defense was shattered in one move. Luke didn't let up though. With no mercy, he jumped up high and gave the gorilla a face full of fist.

"Graaaaa!" Falling on it's back, Luke kept going. Grabbing the mega-sized Grimm's foot and decided to play swing-around. Lifting the Grimm without even breaking a sweat. Then spinning him around knocking away other Grimm that tried entering the fight. Soon letting go causing the Beringel to fly away. Landing harshly on its face.

Back with Mysterio, he could find no way to properly hit Iron Fist. Any energy based attacks were swiftly absorbed and used against the Grimm. Anything like his fire, ice, or wind was dodged. Mike and Marty were fairing no better.

They realized that a head on fight was suicide. So they attempted to throw rocks at him, only for them to be caught and thrown back onto their faces. Basically put, this was a losing battle. Unless Mysterio could find a way to distract them. Good thing he had just the tool.

"How about you heroes face _this_!" With his technology, Mysterio created countless more Grimm surrounding them. They were all fakes, but they were a bit special. For one, Iron Fist couldn't tell the difference between the fakes and the real versions. For another, these things had actual mass. Another improvement Mysterio made.

"..." Iron Fist doubled his efforts, making certain to avoid those deadly claws and teeth. With all these numbers though, he was slowly gaining more and more cuts. He would normally use his chi to heal them, but he was too occupied to do so.

As for Luke, he could no longer ignore the lesser Grimm. Both real and illusion sensing their comrade being beaten. Attacking the Power Man with furiosity. While their attacks still did nothing, it _was_ slowing him down. Enough for Mysterio to make another move.

"Eat snow Power Man!" Using a combination of ice and wind dust, Mysterio sent a freezing wind at him. Now, such a move shouldn't have fazed Power Man. However, while the Grimm couldn't penetrate his skin, the clothes were another matter. Being near shirtless. Plus, unlike Daniel, who could withstand the cold through his power, Luke could only do so for so long.

"Rrrrr!" The cold wind affected him greatly, as it wasn't a natural cold, but one amplified by dust. Making it extra effective. He tried ignoring his freezing skin, yet it unconsciously made him slow down. The Beringel took advantage of this.

"Graaaa!" Grabbing the chilled Power Man, the human tried to pry his way out. The giant Grimm would not allow it. Using its strength to keep Luke in it's grip, it then did something that actually made it satisfied. Throwing him into the cold lake.

"Ahhh!" With a splash, Luke fell into the freezing water, the Beringel roaring with glee while Mike had an idea.

"Mysterio. The lake. Ice. Now!" It wasn't even a proper sentence, Mysterio understood it nonetheless. Aiming his palms at the lake, and shot the icy beams right at the lake. Before Luke knew it, he soon became trapped in his icy prison. Quickly becoming unable to even move, as he remained trapped there.

"Luke!" Iron Fist yelled out in horror. He knew his ally and friend was still alive, but even he knew the man wasn't unkillable. For if he were to stay there to long, he would be unable to breath. The oxygen deprivation would kill him despite his invulnerability.

With concern and anger, Iron Fist used his powers to destroy any Grimm nearby him. Ready to save his friend. Unfortunately, Mysterio was more than ready to face him. "Oh no you don't."

While Mysterio couldn't use his Iso-8 beams, the good old ice dust worked. Sending in the freezing wind at Iron Fist. Of course, the great living weapon would not be slowed down by this. His body already used to the cold thanks to his adaptive power.

"This will not stop me Mysterio. The cold no longer affects me. And I have made certain that I cannot 'feel' it." That's right, with his nerve control, he rendered all feeling to the cold non-existent. His meditation also allowing him to withstand these temperatures much longer than regular people.

Unfortunately for Iron Fist, Mysterio was ready for that. With a menacing chuckle, the crook threw a strange container at the Beowolf Mike. Then quickly yelled out so all could hear him. "Mike, Marty, run away for a bit. I'm about to make a killer light show!"

The Grimm did as they were told. All of them, even the Beringel, leaving quickly. Iron Fist was unsure what to expect, but he wouldn't allow it. He ran as fast as he could, hoping to stop Mysterio.

"To late!" Suddenly, the illusionists suit changed into another type of dust. Fire dust. His hands brightly shone like a sun, the red colored heat soon forming. Thanks to the suit he had on, Mysterio would be safe from the rapid change in temperature. Iron Fist would not be as lucky.

As Mysterio released the heat, everything started melting around the area. The ground itself also turning into water, then soon evaporating. Even the lake started thawing out, warming up. Iron Fist didn't see what Mysterio was trying to accomplish by doing this. That's when it hit him.

"Ugh-huh!" His body was stronger than a regular person. More durable. Ultimately though, he was still human. What Mysterio did was cause a rapid change in temperature. First exposing Daniel to the freezing cold, then suddenly unleashing the heat. Doing something like this was very dangerous, especially for people. As the sudden change in temperature can cause damage to a person's body.

Iron Fist was no exception.

His head started hurting, his skin drying up, the moisture in him vanishing, his heart fluctuating. Soon his muscles spasmed and he painfully fell onto the ground. Given time, he could perhaps fix the damage. Mysterio gave him no time.

"Ahhhhh, don't like the heat? Then let's cool you off a bit." Stopping his heat release, Mysterio once again used his ice beams. The change once more stopping any of Iron Fists attempts in helping himself. The most he could do was allow himself to breath, as his body fell into another wave of pain. Knocking the poor man out.

"Hah! That'll show him." Mysterio proudly said. His happiness was short lived though, as a powerful punch slammed directly at his back. The strength behind him actually cracked a bit of his bone. Had it not been for the suit, his spine would have snapped.

"You!" Groaning, Mysterio turned to face a furious Luke. It appeared he had gotten up thanks to his will and Mysterio's help in melting the lake again. Certainly Luke was in pain from what just occurred, but he ignored it all, focusing on the man who harmed his friend. "I'm going to crack that stupid skull of yours."

Realizing the danger, Mysterio quickly summoned his laser wisp and combine its power with his uni-beam. The combined power pushed the strong-man away, but slowly, with each step, he was getting closer.

"That isn't going to stop _me_!" Ignoring the scorching burn, Luke was getting closer and closer. Ready to put the pounding onto Mysterio for his crime. Then, he heard a simple word.

"Drill!" From nowhere, a black and white shaped drill came. Mysterio stopped the beam, making Luke stumble forward, only to feel _horrible pain_ from his back. The super-charged wisp boosting the Grimm's piercing power. A power Mysterio gave it from that container earlier.

It was a known fact that Luke Cage had powers that made him physically powerful. This allowed him to fight physically strong people like the Rhino, allowing him to life objects like trucks, even withstand water pressure. One of his greatest abilities though, was his nigh-invulnerability.

Luke Cage's body is as hard as titanium steel. His muscles and bones tissue are super-dense, granting him much greater resistances to physical injury. Able to withstand explosions, bullets at point blank range, fall of a building okay, and even beings more stronger than him. Despite all those feats though, while rare, his skin _can_ be pierced. Something that happened evident by Luke's screams.

The power of the wisp allowed the Grimm Mike to make a nasty wound onto Luke. Blood seeped out, dying the ground red. With that kind of shock, the great Power Man could do nothing but stagger. The pain not allowing him to concentrate. Which allowed the recently returned Mike to lift him up, and throw him.

"Hey bro, go ahead!" From the field, the gorilla Grimm heard this and ran toward it's human enemy. Grabbing him, then slamming him onto the ground. Then, like Luke, it mercilessly punched him without giving him any time. Adding insult to injury, Mysterio decided to release a small trickle of mist onto Luke.

It wasn't some fear gas though, mind-control, or even a memory wiper. Heck, it didn't even have dust in it. Instead, it was something worse.

"AAAAAHHHHHHHHH!" It was a nasty type of chemical that not only 'burned' a person, but also amplified one's _pain_ at a high level _._ With that hole on his back, the sensation of burning, and those punches, Luke could only scream. Haven't felt this much pain in a _long_ time. He lasted no more than a minute before he fainted. During that time, the duo Mike and Marty decided to get some sweet payback by slashing into Iron Fist.

While his abilities allowed him to heal unconsciously, the strikes still did their part in greatly damaging his body. More Grimm came, ready to do more harm. More than willing to kill these humans before Mysterio hollered at them.

"Enough!" This got their attention. Mike and Marty included, who were confused why he told them to stop.

"Um, why?" Mike asked.

"Wouldn't it be best to kill these guys now. I mean, they did attack us." The other Grimm seem to agree. Mysterio of course, gave his explanations.

"Trust me, we can't have them dead. Otherwise, a certain group will come after us and deal with us _permanently_." Mysterio may have killed before, but he did so in a intelligent way. He knew if he killed these men, no matter how much he wanted to, those Secret Avengers would hunt him down to no end. Heck, they'd still do it considering the damage done to them, but at least it'll be righteous anger. He hoped.

The Grimm on the other hand, were unsure about this. These humans had attacked them. Murdered a good amount of their kind. And they should let them go. The common Grimm didn't like this, but Mike and Marty were in charge, and they made their decision.

"Fiiiiine. I guess we can leave them here." Marty relented, kicking Iron Fist in the gut.

"Such a shame. I would have liked eating them." Mike was also reluctant in letting them go, but he sensed no deceit in Mysterio. Besides, they caused a good amount of pain and misery on the two. Even the Beringel seems pleased.

"Alright then. Come on you guys, time to go." The Grimm reluctantly agreed. All of them following except for the Beringel. Who had decided it would go elsewhere, having had fun, but wanting a different path.

As the Grimm followed Mike, Marty just gave a look at Mysterio. "So, you coming with us, or you going somewhere else like the Beringel?"

"Elsewhere." Mysterio needed to rest. Not to mention fix his suit, the battle having taken quite a toll on him. "Although, where are you guys going?"

"No idea honestly." Marty replied. "But I think Mike and I will try gathering enough of the old era Grimm, and maybe live for something else. Find a spot away from the regular people."

"I see." In a way, Mysterio was a bit sad to see them go. Unlike other partnerships he had, these guys actually helped him out. And they were Grimm. "In that case, I wish you luck."

"Thanks. Good luck with...whatever your doing. Who knows, maybe we'll see each other again. Until then, see-ya." With that, Marty left the illusionist and went with Mike and the other Grimm. Determined to find a safe haven for themselves in the world of Remnant. As for Mysterio, he activated his teleporter, and vanished in another puff of smoke.

"..." High above, the Geist Grimm was contemplating what had occured. Never seeing both man _and_ Grimm fighting together before. But he supposed it made sense. Mike and Marty _were_ there after all.

"Interesting. Never thought those idiots could do such a thing." The Geist said with sinister manner. Unknown to everybody on the battle, the Geist had seen most of the fight. Impressed by what had occurred. His name was Floyd. The third and final Grimm exposed to the Iso-Sapphire like Mike and Marty.

Unlike those two however, he kept his dark nature. Wanting to have the Grimm cause destruction, not live out in piece like those two idiots.

"Still, if those two could work with a human...then why can't I." With that idea in mind, the malicious Grimm left the area. A wicked plan coming in mind. It would take a while, but it _will_ accomplish its goal. The destruction of humanity. Now, it would appear Remnant had another dark enemy hiding in the shadows. One they would battle one day.

* * *

 **At the bottom where the battle is over. Sorry folks, but Mysterio had to win for this story to move on. Hopefully the details I gave for their loss was good enough. We also see the Grimm now going off who knows where, with another planning sinister thoughts for the future. After all, In Remnant only Salem and the White Fang seem to be the only villains, why not add another. Along with adding another target on Mysterio's back.**

 **Next Chapter: March 9th.**


	18. Chapter 16

**Chapter 16**

* * *

To say Widow and her team were upset was an understatement. They were **livid**. What should have been a simple job in catching Mysterio while they helped deal with the aftermath of Mysterio's actions, instead turned into a disaster. Widow along with the other members of the Secret Avengers watched their teammates Luke and Daniel being taken away heavily injured.

Luke needed special medical care to fix his injury especially. While he did have a healing factor, it wasn't strong enough to heal that hole on his back. With his invulnerable skin, Luke would need special medical care to patch him up.

Then there was Daniel. At first, he appeared fine. According to Shadow though, the great Iron Fist was laying on a _large_ pool of blood. His body didn't show it, but he had clearly been sliced opened. Where the medics stated he had massive internal blood loss, and his internal organs seemed damaged.

"..." The members all looked at Widow, sensing the anger boiling in her. They were also upset at each other. For two days ago, they had initially assumed Luke would come back with that smug grin, holding a beaten Mysterio on his shoulders. With Daniel just calmly telling them the mission was done while Luke bragged.

Instead, Shadow found them nearly dead when he checked up on them. Where the heroic duo were unconscious for the past two days. Their state of body being like Winter, tired and beaten.

"...I think it's time we took this with a much different approach." Everybody, even Widow, turned back to face Logan.

"And exactly what do you mean by that?" Qrow asked his friend.

"Simple. We take that Mysterio bastard on together. Because I smelled something on those two, something you aren't going to like." Widow just sighed, and calmly-barely-asked.

"Explain." Logan got up from the chair, and leaned against the wall. His face not looking any pleased.

"There was a Grimm scent on those two." That would explain some of the injuries. They appeared to have come from a wild animal, not a phony magician. The answer didn't make Natasha any happy though.

"So what about it. Mysterio beat them, and he left them for the Grimm. Nothing special about it."

"Yeah, I would like to agree, but I can't." Logan gave of a pressing aura. Ready to inform them of the new information he received and learned. "See, I decided to check the area the battle went on. And I sensed both Grimm and Misty there….. _together_."

"You mean," Shadow spoke with a grave tone. "The two were working together."

It wasn't a question. It was a statement. One that got Qrow visibly upset.

"Bullshit! Grimm kill humans, not help them out! No way that moron could work together with them! It's impossible!"

" **Agreed."** Omega added, processing this new information. **"All data points that Mysterio should not be capable of controlling Grimm. Analysis state only Salem has the ability to do so."**

'Yes, Salem….and whoever works with her." Rouge's comment got everybody to stop talking. Recalling what the bat said, a bit of horror entered their minds. Thinking on it, the Grimm did seem to work with anybody Salem chose. In fact, special spies along with them discovered Grimm in Doom's own country. Instead of killing them though, the monsters actually co-existed with them.

"..." Widow simply gritted her teeth hard. Then she slammed her fist into a nearby wall, furious. _'How! How is this happening! What connections does Mysterio possess!?'_

A part of her wanted, no, _hoped_ that this information wasn't true. But thinking it over, it logically made sense. Hydra, White Fang, the Brotherhood. All these groups seemed to be working with Mysterio. Doing his bidding.

It also made sense with the Grimm. Mysterio worked for Octavius, who in turn was a member of the Master's of Evil. She could see Mysterio somehow making a mutual benefit on the two sides.

Mysterio was planning something. Something big. It involved some dangerous things as well. When Shadow found the dealer, he told them the news how Mysterio had a major upgrade in his suit. Being capable of using dust and Iso-8. Mentioning also a staff and something called a Smash Ball.

Either way, it would appear the illusionist was more threatening than they could thought. A man that has caused havoc in Remnant, doing untold amounts of damage. It made her question if him losing to Spider-Man was just a trick.

A way for people to lower their guard. Believing that Mysterio was actually weak, when apparently he was strong enough to take out team JNPR, Winter, Luke, Daniel, and create chaos while still getting the prizes. Using them all as pawns for his play.

"Hello everybody. I have news to report from the shattered moon." Opening the door was Moon Knight himself. In truth, Natasha would rather she do this later, feeling much tired. But she knew she should see what news Moon Knight brought.

"Okay Moon Knight, spill. But please, tell me it's something we can use." She did not want to hear anymore cryptid crap.

"Understood. For the great shattered moon has told me of three things. The first is a message for the planet itself. How from the star, the hatred hive will one day fall. And destroy those who released the primal darkness, and create their new home."

"I think Widow just said give us something useful." Qrow angrily replied. Moon Knight simply ignored him and continued on.

"The second once more involves Remnant. A shadowy creature, a dark rebellion will rise. No more will they follow the Queen, for at last they will be free."

" **Once more, such data and foresight of the moon seems useless."** Omega bluntly said. Shadow himself also nodding. Moon Knight could only sigh, disappointed how these non-believers didn't see the greatness of the moon.

"And finally, the last one."

"Better be something good bub." Logan was also tired of this moon nonsense.

"From here, to another. The military might will face another great shame. As the one who mastered illusions will leave this world for another. That is all. What do you think." His earnest comment only got some very visible stares. None of them looking happy.

"Are you telling us," Qrow began. "That Mysterio is about to leave this dimension, using the dimensional portal at Atlas, and you only tell us this fucking now!"

"But I did just tell you." Qrow simply yelled out, startling the Moon Knight. Unsure why he was acting like this. Widow however, was already dialing Atlas.

"Come on, pick up. Pick up." The phone finally clicked, however there was no hello. Only screams of fear and horror.

" _Help! Help! Grimm are everywhere! Please! I don't want to die!"_ Everybody heard the screams coming from the person on the other line. Widow knew what to do.

"Shadow, Chaos Control! Now!" The dark hedgehog took out a Chaos Emerald, and tapped into its power. In moments, everybody in the room was about to warp. All of them now determined to stop Mysterio's reign once and for all.

* * *

General Ironwood has seen many things since the worlds of earth and Mobius were linked. He's seen those with powers on par with huntsmen and possibly greater. Technology that seemed more advanced than their own. Animals that seemed to have the capability to run the speed of sound, and more.

All these things delighted the general. For while he was a stern man, he wasn't always as Qrow would call him, 'a prick'. No, he actually had pleasurable talks with the other military leaders from those worlds. Like the leader of G.U.N., and Nick from S.H.I.E.L.D.. Each military commander having talks on strategy, new improvements, and other topics.

However, while Ironwood has seen the good in the linked worlds, he has seen the bad. New illegal traffic on gold rings. Strange technology entering Remnant. Strangers staying hidden while developing new diabolical plans. It also didn't pass Ironwood when he noticed strange things happening in Remnant.

For one, someone had stolen the Goblin's super formula. Another was how technology from Merlot's old island had been taken away. Reports stating from a man of red skin and another who teleported them away. There was also Jacques son, who was seen buying an unnatural amount of dust and technology, along with a cape. Then there were rumors of huntsmen spotting talking Grimm. Now that was a laugh.

The most pressing concern of course was Mysterio. Just thinking about that man made Ironwood clench his fist. He knew of all the crimes Mysterio had caused since arriving on Remnant. He was told the Secret Avengers were on the case.

To bad they were failing.

Now, Ironwood wasn't trying to offend them. It was just that he has seen the progress they made. Stopping rouge super criminals. Defeating wannabe villains. Berating down bandits. Halting drug selling. Assassinating high leaders that were corrupt. Saving people. The list went on and on.

Yet somehow, this Mysterio person slipped past their fingers again and again. They could find no information on his plans, only learning he was taking lots of dust and Iso-8. There was also the disturbing fact how Mysterio had beaten three five members of the Secret Avengers.

First Shadow, Widow, and Winter. Then actually nearly killing Luke, Daniel, and his best specialist, Winter. It was clear Mysterio was much more dangerous than his files told. He could only hope the man could be stopped before he initiated whatever nefarious scheme he had in mind.

"?" Out of nowhere, Ironwood heard a strange hissing sound. Like someone was releasing…...Gas! Standing up, Ironwood was about to push the emergency button when his limbs suddenly failed him. Even the mechanical one refused to move.

"Sorry General, but I can't allow that." That voice! While he couldn't move, Ironwood already knew who he was. The headmaster tried speaking, yet found that nothing worked properly.

"Don't bother. The gas I used is a concoction that renders one completely immobile for hours." The intruder said. Mysterio then lifted his knew hostage and sat him up properly. Once that was done, the crook set up a laptop typing some things away. While doing so, Ironwood tried speaking, only to get a small grunt.

"I told you, don't bother." Mysterio replied as if he was chastising a child. "Still, I can see your worry, and you must have questions. So." Mysterio took his attention back to the general and sprayed a small puff of gas on him.

Immediately the general tried moving, only to find himself still immobile. Mysterio chuckled at the futile attempt. To think the man actually thought he would just release him. How stupid. "No, no. That's for ability to talk dum-dum."

The general's eye twitched, but he confirmed the words. His mouth now allowing him to speak. "You. What are you up to? And how are you here?"

"In order I assume. Very well." Mysterio turned back from the general, typing while speaking to him. "See, I have need of a certain device here. One that can get me off this infested rock and into another. As for the second, my illusions helped with that. Turning invisible is but a snap."

Made sense. With Mysterio's new capabilities, hiding by turning invisible was a simple matter. However, it was Mysterio's aim that truly worried the headmaster. Because if he was planning to 'leave' this infested rock, then that could only mean one thing. The dimensional portal kept in the school.

"You'll never get it." Upon his words, Mysterio only turned around, and while it couldn't be seen, behind the glass was a smiling face.

"Oh, I disagree. Because while your students are having fun out there." A strange orange mist soon enveloped both the madman and the general. The gas seemingly having some kind of effect on the general, as he soon felt small and frightened. "We will have fun here together."

"N-no...No…...NOOOOOOO!"

* * *

Outside the school itself, a small greet light came expanding rapidly. Once the light vanished, multiple figures came out. The remaining members of the Secret Avengers, Widow, Shadow, Rouge, E-123 Omega, Moon Knight, Qrow, and Raven. All of them having their weapons ready, prepared to see what Mysterio has caused.

"What int the…"

"Impossible."

" **Sensors detect multiple incoming enemies. Chances of success…...32.9%"**

Surrounding them all was a chaotic school full of Grimm of all kinds. Beowolves, Ursas, Boarbatusks, Creeps, Gryphons, and other types. The very sky was a purplish color, many of the nearby buildings ruined. All around were people screaming and running for their lives.

"What in hell." Widow couldn't believe what she was seeing. However, she then recalled a report how Mysterio did a similar act back on Angel Island in Mobius. Where he turned the island into his very own freak show. Because he had Iso-8, it made sense this was possible. But the Grimm….

"Omega. Are those illusions or real?" She asked the walking arsenal. The machine quickly scanning to see what the Grimm were.

" **Scanning….Scanning..ERROR. Can not identify if they are illusion or not. All possess a mass and my scanners cannot indicate their true manner."** It was most likely these were fakes…...but that didn't mean they weren't any threatening. Damage could be seen all around after all. But where was-

"Hahahahahaha! Yes, run! Run! For the master of the arcane arts has arrived! Kneel before your master! The true Sorcerer Supreme!" High above the air was the man the Secret Avengers had been hunting down for the past week. The man known as Mysterio, showing himself, flying above the air laughing.

"Shadow. Do it." A simple command. That was all Shadow needed, along with everybody else.

"Hahahaha! Run for your lives! No matter where you go, i'll-what the!" That was all Mysterio could say before a shoe whacked him down with strength. Launching him into the pavement below with a loud crack.

"...ow!" Getting up, Mysterio checked his surroundings and saw _them_. "Well, well, if it isn't the-"

He had no time to speak, let aside finish talking. The Secret Avengers weren't like their other counterparts. Unlike the Avengers who gave their enemies a chance, or the D-Avengers who joked around, they did their jobs without being sidetracked.

From above both Qrow and Raven took out their swords and almost sliced the illusionist into pieces, the crook barely dodging the attack. He tried speaking but he had to dodge an incoming kick from Rouge the bat.

"Woah! Where's all this anger coming from?" Mysterio wouldn't get his anger, as all the Secret Avengers struck together. Each one intending to finish the fight before it got worse. "Errr! If you won't talk," He said while dodging a few attacks. "Then I may as well see if you can scream. Grimm. Attack!"

From the battleground the academy became, the nearest Grimm obeyed their master. All rushing toward the group their master was fighting. What they didn't expect though, was one of Mobius's most powerful machines.

" **All enemies will be terminated. None shall escape."** Turning his hands into massive gauntlets that Ruby would be proud-and drool over-of, Omega instantly started obliterating the Grimm in mass. The Grimm turning into black smoke.

Nearby, Shadow was using his speed to take down any flying support. Teleporting above to kick, punch, or spin dash against the Nevermores. Each one dissipating as he beat them down.

Back to Mysterio, he was facing the remaining Secret Avengers, and it wasn't looking good for him. Their training and precision almost always aimed for a vital. Had it been not for his suit an dodging techniques, he would surely be full of holes. He couldn't do this forever though, so he had to use a few new tricks.

"You think you can stop _me_! Face the wrath of Mysterio!" Flying into the air, Mysterio released a gale of wind, adding some of his own paralysis gas into it. The avengers quickly held their breath while putting on some small breathers. Raven and Qrow though, quickly transformed and flew to Mysterio. Turning back and struck.

"Shi-" A direct hit from Qrow's sword shut him up. Raven also using her own to try decapitating him. Luckily, Mysterio used the wind dust he was using to fly away. Barely escaping the instant death, only to be hit by Shadow's homing attack, launching him toward the ground. One where Moon Knight was waiting.

"In the name of the moon, I smite thee." Moon Knight kicked the crook right at his gut, launching him towards Widow. Taking out her electric batons, she zapped him, getting an agonizing scream from him.

"Arrgh! I won't fall." Still having strength, Mysterio aimed his palm at Widow, and shot a burning, non-lethal, beam onto her, pushing her away. Only for Logan to come and punch Mysterio with a series of precise assaults.

The Grimm tried helping, but any that tried getting close was obliterated by Omega's arsenal. Any got that passed him were cut in pieces by Moon Knight and any other with a sword or blade.

Mysterio was soon seeing his end. But he wouldn't let himself be defeated like this. He instantly activated the arc reactor chest beam, blasting Logan away. His healing factor would deal with the damage, but the gaping hole on his chest would take a while. To bad for the illusionist, Widow tagged in. Launching her stingers at him while he could do nothing.

"Ow! Ow! Quit that!" She did. Only for another attack to come once more. Rouge ready with a spinning foot work. Mysterio quickly activated his barrier, blocking it. He then launched some gas, but it was ineffective as Rouge still had her breather. Seeing this, Mysterio blasted her away and summoned a current of Mist blocking him from view. From it, multiple Mysterio illusions came out.

"Logan! Can you find him?" Qrow yelled out. Logan tried smelling the thief, but found it not working like it should.

"I can't! Those illusions, they seem more advanced than his old ones. They _all_ smell like him!" With their tracker unable to find him, those not fighting the Grimm did what they could to destroy the fake copies. Each one vanishing with every successful kill strike. The numbers slowly dwindling.

Raven was finished chopping another Mysterio fake in half, when suddenly she heard an all to familiar voice. "Peek-a-boo"

The real Mysterio, had shown himself. Unfortunately for Raven, she could do nothing as the man punched her particularly hard. Her bones actually cracking a little, aura flashing as she was launched away from him. Leaving behind her Iso-8 sword, one that Mysterio gladly took. "Ooooh! Thanks for the present."

He took the Iso-8 and added it into his gauntlet. Already he could feel the power of Raven's crystal coursing through him. He then aimed the appendage at Logan and gave a mocking salute. "Bye bye."

A large energy beam came at Logan, bracing himself, he felt the full heat as his clothes and parts of his skin disintegrated. The mutant gritted his teeth as he felt the pain, knowing that he couldn't last much longer. Qrow noticed this and focused, using his semblance. For while it wasn't something he could actively control, there were times he could focus the bad luck on something. In this case, Mysterio's gauntlet.

"What the-No!" The gauntlet blew up, the Iso-8 crystal disappearing from him, as he fell to his knees, screaming. Half of his arm blown up.

"I think I owe you some payback." Hearing that voice, Mysterio turned only to face the red eyed bandit, punching his head, the helmet cracking all over. As he flew, Raven took back her Iso-8.

As for the illusionist, he laid down on the ground, completely defeated. His arm was gone, his body a wreck. Not to mention almost all the Grimm he summoned were now vanquished. The remaining now hiding away.

The Secret Avengers were heading straight at him. Yet Mysterio still had a plan. From nowhere, he summoned a multi-colored sphere he had ordered a while back. It was time to give it a test run.

"T-take this fools. My trump card." Before he could break it, Shadow instantly teleported near him. With a calm expression, he punched Mysterio's helmet again, launching him to a nearby wall.

"I don't think so." Shadow knew what those things could do. While it was a time-limited power, Smash Balls, were extremely dangerous. Giving one a unique power, from summoning a giant sword, to launching a great fireball, to even turning one into a dragon. For him and Sonic, it was their Super Forms.

"It's over Mysterio." Widow told the defeated illusionist. He slowly looked up, with a part of his helmet broken. Revealing a shadowy face with a glowing eye. Instead of looking defeated though, a small chuckle came.

"Hehe, I don't think so." He then raised his hand, and quickly shot off a small, but still strong blast. Everybody was on guard, ready to move. Yet the blast wasn't aimed at them. Instead, it was aimed at the Smash ball.

A large multi-colored explosion came, engulfing all the Secret Avengers. Every one of them screaming as they were consumed, Shadow especially as he was at the center of it all. Once the blast stopped, every single one of them fell. The self-proclaimed Ultimate Lifeform being in critical condition. His dark fur burned off, and his flesh showing high-degree burns.

The crook slowly removed himself from the wall, and walked toward them. Putting his guard up going near them. He stood over Shadow, and leaned down, taking the Chaos Emerald the hedgehog possessed. He was about to leave, but then had another idea.

Aiming his gauntlet, he sprayed Shadow with a red mist, that entered his body. Satisfied with the result, Mysterio proceeded to teleport the emerald away for future use. His time sending it away though allowed Logan all the time he needed to strike.

"Raaagh!" Without any form of mercy or hesitation, Logan struck Mysterio with his three adamantium claws out. Plunging them into Mysterio's chest.

"Really. Is that all?" Yet there was no scream. No pain. No curses aimed at the mutant. In fact, there wasn't even any blood seeping out of the wound. It was then Logan realized something, something none of his teammates noticed. When his arm blew up, there was no blood either.

Looking up, Logan stared at Mysterio's face, the last of the helmet finally falling apart. Revealing…..a robotic face.

"No."

"Oh yes." Mysterio confirmed, his voice now taunting the distraught mutant. The Secret Avengers having not noticed that they had been fighting a robotic replica of their target. The true Mysterio setting them all up.

Then with a glow from the machine's eyes, it opened it's fax mouth and released a torrent of gas at the mutant, unable to even stop it."Grraaaaaughhrr!"

Whatever it was, the gas worked fast, soon putting the might mutant to sleep. As for the machine, it programmed itself to self-destruct. Unallowing to let itself be captured as ordered by its creator. But before it did so, it quickly sent a message to Mysterio. It then went to grab the unconscious Moon Knight, and blew up.

* * *

"Well this is good news indeed." Mysterio had to say, he didn't expect his machine to win, not one bit. He only defeated the others himself with aid from the Grimm, trickery, and _it_. His machine though, a copy made while he was resting and planning his attack here, did perfect. The gas used on Shadow would render the brain signals ultimately useless. Turning the so-called Ultimate Lifeform into the Ultimate slowpoke.

The explosion would also damage Moon Knight quite a bit. Meaning both Shadow and Moon Knight were off the stage. There was also the fact the gas sent onto Logan was more than sleep gas. It was….insurance that Mysterio could use for the future.

It would remain in his system dormant until the time was right. Until then, he wouldn't be seeing the humiliated Secret Avengers for a while. It also pleased the crook how his machine also got him a lovely gift. A Chaos Emerald.

"This should do quite nicely." The green emerald had grand power. While it may be below that of a Iso-Emerald, Exo Stone, and Master Emerald, it was still useful. Boy did Mysterio have new plans popping up now that he had one of Mobius's greatest treasures.

"..." His only shame was that the fine general couldn't see him now. The gases Mysterio used was made to 'break' Ironwood's will. Put him under his control. Yet the Atlas headmaster withstood the mental torture he was put through. His will able to ignore Mysterio's commands.

Not that it mattered anymore. For while Mysterio couldn't get the codes and location of the dimensional portal, the emerald would suffice. "Karen. Use the Chaos Emerald to get us out of here."

"Yes sir." The A.I. then set itself to work, using the emeralds vast power to start a dimensional jump. A few minutes later, and a puff of smoke, Mysterio was gone. The purple storm and Grimm he created all vanished, like they were never there. The damage done, was all real. While the general, when he woke up later, would fix this, and stop the media from knowing the full truth, word of Mysterio's actions would reach many ears.

The Secret Avengers failure and loss of more comrades. The destruction of an entire academy. A Chaos Emerald now in the hands of a madman. Later on, some pieces of the dimensional portal would be found missing. Naturally the people knowing what happened thought it was Mysterio. None of them even thinking it was someone else.

* * *

 **And so ends the Secret Avengers. I know, how could Mysterio possibly win is what your asking. The answer is simple, the Secret Avengers knew nothing on him. Sure they have files, but files aren't an actual experience. Not to mention Mysterio had plans and deceit on his side, and the group kinda underestimated him, thinking he would be a pushover because Spider-Man always won against him. However, if they wee to meet Mysterio again, this time they would take him more seriously and beat him.**

 **Unfortunately** **for now they will be gone, with Widow being taken by Ulton in the storyline. Where near the end soon.**

 **Next Chapter: March 12th.**


	19. Chapter 17

**Chapter 17**

"Ah, home at last." standing atop a large building, Mysterio gazed below at the busy streets that was New York City. It had been around or over a week since he left it, but it sure felt longer than that. He had to admit, he never expected all of these crazy adventures to happen.

Destroying major property, breaking into S.H.I.E.L.D., fooling major crime organizations, new armor, taking a Chaos Emerald, meeting talking Grimm, and so much more. In a way, Mysterio almost didn't believe it. His bruises and pain said otherwise.

"Speaking of pain, better stay under those Secret Avenger's radar." Yeah…...there was no doubt those scary guys would hold a grudge against him. Especially the ones he took down. The only saving grace was that they were professionals. So they wouldn't be going after him anytime soon.

But if they did….

"Better stop thinking about that." Besides, he had other problems. Like his suit being less powerful than it should. Apparently he could now confirm that all the dust he collected was now useless the second he arrived here. Including the Iso-8 since it had a bad reaction with the other systems. Stupid dealer.

Karen however did say that they _could_ reactivate if he were to go back to Remnant. The power within them just being dormant. Still, with all that unhinged chaos that came the second he arrived, it was probably best he _didn't_ return for a while.

" _Yes. It is for the best."_ Hearing the voice made Mysterio freeze instantly. He heard that voice before, his nightmares, in _Hell_. But most recently, when he was facing that teleporting dude back at Namor city in Remnant.

" _Hahahaha! Yeah, that mutant didn't even see what was coming. You remember, don't you."_ Remember he did, or was forced to anyway.

" _Haha! What's the matter Mystery Dork. Having trouble!" The mutant Francis mocked, adding random but painful punches. Not even holding back anymore._

" _W-Sto-Ple-Ughh!" Mysterio, unable to even stop the assault. Only getting beaten up without mercy. The mutant happy that he was getting his long time revenge on the man who made him look like a fool._

" _Oh, if only the others can see me now. You know, let me tell you a secret." The mutant said while teleporting behind Mysterio. Grabbing his arm and nearly breaking it. "I only came on this mission, because you were involved. Not for whatever freaks you have. Just you."_

" _Augh!" Mysterio tried fighting back, but the Brotherhood member was to quick. He escaped as soon as he tried making a move, then returned to clock Mysterio's gut. Nothing he did worked._

" _That's right. Stay down you fool. In fact, let me show you something special." The mutant soon disappeared once more, but not to harm Mysterio, but for something else. A nearby pipe soon shattered, with Francis standing where it once was._

" _H..How did you…"_

" _Simple." Francis explained, wanting Mysterio to know what was about to happen too him. "See, I learned that if I teleport on a spot that has mass in it, then the object their will 'break'. So imagine what will occur if I do it to a person."_

 _Mysterio imagined it, and he soon knew what was about to happen. Francis smiling that Mysterio figured it out. "The best part is, it's painful for the person that 'pops'._

 _He then vanished again, and Mysterio knew where._

" _Ughhhhhhh-AHHHHH!" It was small at first, but Mysterio soon felt his very insides expanding. Like something was growing inside him, ready to blow. He could feel it destroying his insides, all happening in less than a second. The most unexpected thing that happened though, was that he didn't die. Instead, he heard it._

" _My, I can't have you dying, not like this. Since you've been doing a fine job, I'll allow this one-time assistance." Then it took over. For just a few seconds, he blacked out. There was no more pain, no discomfort, only a large chill sweeping across his body._

 _Francis was teleported, right where he stood originally. His teleportation though was sloppy, and he appeared in pain. His face showing that he wasn't expecting this resistance. He glared at Mysterio with rage, knowing he did something._

" _You! What did you do!" Then, using his voice, it spoke._

" _Nothing. Just teaching a little upstart a lesson." It then made Mysterio's hands rise, and-_

"No! Please master! Stop! I don't wish to remember _that_!" The emotions he felt, the power inside of him. His form took a red hue and soon the mutant known as Francis was no more. All while his master was laughing.

" _Hahahahahaha!Hahahahaha! You know what, sure. You did some good work recently. So I guess I'll allow that favor. Hahahahaha!"_ Mysterio was glad for that, not wanting to recall any of those horrid memories. The power he temporarily gained was great, but the cost was to much. Only knowing that once _it_ dealt with the boy, _it_ returned the items he lost.

"Huuu.." Mysterio wasn't sure what to do with the voice in his head. His master seemed to stay there, talking a bit. Sighing, Mysterio simply moved on, leaving the top of the building as he decided to go home and make his final preparations to beat Spider-Man.

" _Ah yes, Spider-Man."_ His master replied, seemingly deciding to put his own two cents. _"It will be quite interesting to see how you face him. One of earth's mightiest heroes."_

"He doesn't seem that might." Mysterio muttered, not liking Spider-Man and his battle confrontation. Seeing him as only a big joke. His master said otherwise.

" _Please Mysterio, as if he is anything but not mighty. There's a reason he's so powerful, and not just because of his Other."_ Other?

"What do you mean by that?" Mysterio asked. Never hearing about this Other before, and his master told him _many_ things about the bug.

" _Nothing important. Let's just say the Other and I are good old friends."_

"Friends?" Yeah, Mysterio highly doubted that.

" _Well, he might be a bit upset with me. But hey, it wasn't my fault he got so injured. He should have realized not all his opponents would be weaklings. Hahahahaha!"_ Mysterio still wasn't sure what this Other was, but it was best not to get involved with it. Right now, he had other plans.

The reconfiguration of his own suit. With all that dust he gathered wasted, his new powers to control the elements were back to zero. Sure he had his gas and illusions, along with the new A.I. and strength. But those wouldn't let him last against a guy who literally surpassed death.

The Chaos Emerald he took though, now that could work fine. If he could somehow use it to power his suit, it should allow him to stand toe-to-toe against that annoying bug. The question was, how?

He was no dummy, but his intelligence as more for setting stages, metalicus planning, chemistry, costume design, dialogue, and the like. Sure he used the power of the emerald to get here, but it wasn't enough to actually help him. No, he needed someone that _knew_ how to use this. But who.

While Mysterio took of his suit, he mentally recalled those that were good with technology or energy manipulation and the like. Some such as the Tinker, maybe Electro, perhaps that Wizard dude, and a few others.

The top of the list was Eggman, but there was no way Mysterio was asking him. First off, he couldn't exactly get in touch with him. Sure he had a number for Otto, but that crazy doctor would likely take the emerald leaving him zilch. Besides, who's to say Dr. Eggman wouldn't do the same.

He finally took off the costume, and was in his regular clothes again. Putting the suit in a suitcase, and hiding the emerald, Mysterio, now Beck, left and entered the streets. No one even batting an eye at him. If anybody did look at him, all they'd see was a man who looked confused.

' _Rrrrrr. This is impossible. I don't know anybody who can help, or at the very least,anybody who wouldn't betray me.'_

" _I can tell you who you can ask."_ Mysterio actually jumped a little. The nearby people gave him a look, but he brushed it off and continued talking. Mentally speaking to his master.

' _You know somebody.'_

" _Yeah. Chaos energy is interesting, and quite unpredictable to control. But I know somebody in your filthy city who can help you out."_ The higher entity said.

' _Well that's great. Who is it?'_ Any hopes his monstrous master would say, were ruined by a dark chuckle.

" _Oh Quentin, as if I'd just tell you."_ Yeah, he probably should have seen that coming. _"However, do this small task and I can tell you who to go too."_

Now, for most people, doing a 'small task' seemed simple enough. Beck wa a villain, and taking deals or doing 'small tasks' for beings that tortured men in hell for eons, Beck could already tell this was going to suck. Sadly, it wasn't as if he had a choice to refuse.

' _...so, what is this…..task.'_ Regretting it already.

" _Why, it's simple really." It_ said quite eagerly. _"All you have to do is survive against the Daredevil."_ Silence reigned over the conversation. Beck even stopped walking for a second, his face forming disbelief.

' _...I think I misheard you.'_

" _Nope. Beat him, or at the very least, battle him to a draw, and I'll tell you who to go to."_ Beck went on with his walk, but deep down, he was a nervous wreck. Daredevil. A man that was trained to the highest degree, more than a little ruthless. Standing against those with powers, men with armor, and even magic users. He's battled Captain America, Black Panther, Spider-Man, Carnage, Doom-Bots, and many other combatants. Either battling to a stand still or even winning.

What Mysterio feared the most though, was his confrontation to the man he killed himself. It still felt like a dream, yet knew it was real.

It was at the lowest point of his life. Where he had given up all hope of being a star. The main character. After his latest defeat by Spider-Man some years ago, Mysterio wished to go out not like a candle, but with a _bang_.

He made careful planning, set the stage, got the people. Then, when everything was set, he struck. Attacked Daredevil and actually beat him. Made him succumb to his hallucinations and will. Yet he made a mistake. The illusionist himself didn't realize just how grand that indomitable will Daredevil possessed.

Because of that, not only did Daredevil break free, but went on to beat Mysterio like a pulp. Turning him from haughty villain, to a broken man.

It was all planned though. Deep down, Mysterio knew he couldn't win. He was counting on it. The best end he could be given. Daredevil completely overpowering him, then giving him the greatest death of all time. An action where people would then surely remember him.

Yet Daredevil refused. Seeing his true plan as well. Refusing to give Mysterio what he wanted. In a pathetic act of desperation and despair, Mysterio did the one thing he could. Grab his gun, and kill himself.

" _Such a good thing the cosmic order still needed you. Sure you had to suffer for your sins, but at least you were brought out."_ The horrifying truth indeed. Because of his own death, Mysterio now learned of the higher beings that resided beyond his world.

He has seen things that would have made lesser men weep. To think, a sinner like him who should have been in hell. A person who shouldn't even know about these things, ultimately did. He may have been a regular man, but he had gained insight of other powerful entities. His master being one of them.

Still…..to face Daredevil again.

" _Dad."_ It was then Beck recalled that voice. When he met his daughter for the first time. The only person he's known to not even look at him with scorn or rejection. Things were awkward at first, but they soon got along.

' _...If I do this, will you really tell me who can help?'_

" _I am many things, but a liar, I am not."_ That was all he needed to hear. It might be a bit traumatizing, a chance he would die, but it was a chance he was willing to take.

"Alright then." Beck said to no one in particular. "Time to take the devil down."

* * *

 **Now Mysterio will face the man that led to Mysterio's own suicide. This might get interesting. We also see a few interesting things, like what happened with that teleporting mutant. We're also in the timeline where Spider-Man and co are in X's dimension, not that Mysterio knows this. I also made a small history for Mysterio's master, that he once faced Ero himself, and obviously lost. Just not without putting in a few good hits, after all Ero himself stated he's been injured before, who's to say Mysterio's master isn't one of them.**

 **As for one of the guest reviews, I won't lie. I have no real clue who Mysterio's master is. The guy just shows up and talks to Mysterio, proclaiming he was the one who brought him back to life and even knew Peter's secret identity. As for what his plans are for Mysterio, maybe the comics will eventually tell. Maybe.**

 **Next Chapter: March 15th.**


	20. Chapter 18

**Chapter 18**

* * *

If there was one thing Kaine hated, it was being forced to do crap he didn't like. All he wanted were decent friends that didn't annoy him, some allies, and power without any of that annoying responsibility. Yet here he was, doing what Parker should have been doing. Kicking Mysterio's ass.

Still, while doing this job was irritating, Kaine didn't slouch on learning what Mysterio could do. Frankly, he didn't like what the villain had been doing.

"Honestly, can't believe Parker didn't end him or whatever." Kaine heard about the things Mysterio did when he was on Remnant. Even the other members of RWBY and JNPR were shocked. Especially when they heard the latest news.

Mysterio beating the Secret Avengers. He _beat_ them.

Kaine was a strong person, battling some of the members of Widow's team. So he knew that they were no weaklings. All of them were hardened people that didn't make pathetic puns and the like. Taking down the villains given the chance. Their success rate impressed Kaine, and as such, he respected them. Because in a way, he could relate to some of them concerning a dark past.

Somehow though, that clown managed to do the impossible. Beating them at every turn. Took down those hardcore heroes and escaped with the Chaos Emerald. Last he heard, Shadow was getting treatment to deal with the gas that made his legs useless.

Personally, Kaine felt he could deal with Mysterio. Though that didn't mean he would just go in without a plan. He might be a bit….impulsive, at times, but that didn't mean he was no dummy. No, he had a plan.

The first thing he did was check out what new toys Mysterio had. Mentally cataloging them so he could know what to expect. Making strategies on how he could strike. His best bet was making the first move against him.

The thing about Mysterio was that while he didn't look it, he was a master planner. Sure other heroes like Daredevil beat him, that didn't mean they weren't close to losing. They followed his pace, his script. Giving the maniac a chance to do exactly what he could. Basically put, Kaine had to beat him before Mysterio could make any plans. Go off script so to say.

His teleportation would be handy in dealing with Mysterio. The only real problem being Mysterio's usage of the Chaos Emerald, and from what he was told, these new illusions. One's that not even Logan could distinguish between the real thing or a fake. Kaine would have to be especially careful with that move.

"Now where could he be." As he swung around New York, he tried thinking of places the crook could be. Hearing he had gone back to earth, no doubt laying low. Good thing Tails outfited him with a tracker that helped ping in on Chaos energy. It worked, but seemed to have trouble with locating it. Only giving him the direction it's at.

As he kept following, he soon noticed he was headed toward the residential areas, where apartments were. Reviewing the files he read, he remembered how technically Mysterio did have another home around here. He was most likely in his apartment, doing who knows what.

"Not if I have anything to say about it." Swinging lower, he soon found the apartment where the tracker gave a satisfied beep. He found him.

"Alright." Kaine said while swinging behind the corner of a building. "Now how to bust in."

Mysterio surely would have put _some_ defenses. Maybe not a lot since he rarely used this apartment, but now that he had a Chaos Emerald, he must have improved them. His first though was breaking in, though that was more than likely tell Mysterio someone was coming, and just teleport away. No, he should take Blake's approach. Use stealth. Maybe not his strongest point, but he could at least keep his mouth shut.

Looking around, he didn't see any people. The curtains around Mysterio's apartment were closed, so the crook might not see him. Taking a risk, Kaine sneaked toward the apartment as best as he could. Turning off his phone and all communications.

Once he got near the door, he placed his head on it and listened closely. Once he confirmed that nobody was on the first floor, he quietly used his stingers to pick the lock, opening the door.

' _So this is his home. Much more normal than I expected.'_ The entire first floor seemed normal enough. Regular appliances, a couch, lamps, and frames. A bit dusty considering Mysterio rarely came. Listening in, Kaine heard footsteps on the second floor. Most likely Mysterio himself.

Taking careful steps, Kaine slowly walked near the stairs. Oh how he wished he had some back-up. Unfortunately Blake, Peter, and a few others were in some other world. He didn't know the details, but it supposedly involved the Avengers.

' _Parker better pay me when this is done. I'm not used to doing espionage and the like.'_ As he got closer, Kaine noticed a few pictures. Each one showing depictions of Mysterio on the others showing him fighting against Spider-Man. A few even showing other Mysterio's wearing a copy of his costume. There was also one showing a young woman with similar features like the crook. Before he could ponder on this, Kaine heard something upstairs.

"...now….Time…...evil….to go…" Staying silent, Kaine walked closer to the source of the voice. Knowing it was Mysterio, but that he was talking to someone. He just didn't know who it was. Once he got close enough, Kaine strained himself to hear.

"Alright, so your certain the emerald will stay safe." Yeah, he was speaking alright. Somehow though, Kaine couldn't hear what the other person was saying. It would appear Mysterio was only speaking to himself. Most likely he was talking on a communicator.

"Okay then, I'll take your word for it." He heard. "I just hope the suit's ready enough to take on Daredevil."

Daredevil. He was that vigilante that brought the pain to those who did bad. Ruthless, cunning, a man who lived by his vows. Kaine's kinda guy. Mysterio was actually planning on taking him on?

Then again, he did beat the Secret Avengers and destroyed things that shouldn't have been destroyed. Directly speaking, this was probably the most sane thing Mysterio has done. Still, this was good. Waiting patiently, Kaine heard a 'whooshing' sound that indicated Mysterio teleported away.

Using his powers, Kaine phased through the wall without failure. Entering a small room with no hints of that madman. In the center of the room was the Chaos Emerald itself, inside some cubic glass container with some kinda cloak technology. It would explain why he had a tough time tracking it.

' _I can't say I'm pleased Mysterio got away, but Daredevil should be able to handle him.'_ With Mysterio gone, Kaine could grab the emerald and take it back to where it belonged. While he was at it, he may as well message Daredevil that Mysterio was coming for him.

His communications though weren't working. Concluding that the room was most likely stopping all signals. _'Whatever. I'll just grab the emerald and go. Then I'll call him'_

Granted, Kaine still recalled what Mysterio said early ago. The emerald looked like it was easy to grab, but Kaine knew better. Most likely a trap would activate and would proceed to kill him or whatever trick was installed in this room. So before Kaine did anything, he looked around for anything suspicious. The room seemingly normal, yet could contain something lethal. Times like this, Kaine wished he had a spider sense.

After spending some time in the room, Kaine couldn't find any hints of a trap. Then again, Mysterio was really good at hiding things like they were normal. His capabilities of designing being impeccable.

' _...Perhaps I should just take it and leave as fast as I can?'_ The idea seemed poor, but it was all Kaine had. Still, it could be done. All he had to do was grab it, then use his teleportation to get out of whatever tap Mysterio laid.

Deciding this was the best choice in action, Kaine made his move. He carefully walked where the Chaos Emerald was kept, and stared at it. The glass seemed fortified, but Kaine felt that he could break through it if he punched hard enough. The trap may activate if he did, by then though, he'll have teleported away.

' _Alright, here goes.'_ Readying himself, Kaine raised his fist. Prepared to punch through that glass and make a run for it. Then he struck, the glass being stranger than the usual, however was no match for the Scarlet Spider's strength. Easily breaking through as Kaine's hand grabbed the Chaos Emerald, feeling it.

Only for it to suddenly vanish as if it were never there.

' _! An illusion?!'_ This was completely unexpected. If anything, the tracker showed him the emerald was right there…...Unless Mysterio's illusions have become powerful enough to actually fool Tails equipment.

Whatever the reason, it was without a doubt Kaine had been tricked. The trap set in motion, taking his shock to activate the special device Mysterio left behind to deal with Peter's brother. By zapping him away.

"No-" He disappeared for a moment, then reappear somewhere else. In some back alley in New York with a large clearing. "Ooooo!...?"

As he looked around, his eyes found a very familiar face. "A Scarlet Spider, so good to see you. Where's that little kitty cat. I was hoping we could play."

In front of him was the leader of the Assassins Guild, Bella Donna Boudreaux. A killer woman that more or less made Kaine upset, angry, and uncomfortable. Around her and him were many of her followers, each holding a very sharp blade and weapon. Ready to attack given the word.

"What's the matter Scarlet, aren't you pleased to see me?" Kaine simple scoffed.

"As if. But for the matter, how are you here?' Kaine was just teleported right where her group was, obviously waiting for him. This wasn't a coincidence. The assassin leader simply smiling.

"Let's just say the Guild made a small deal with a man who's been making a name for himself." Should have seen that coming. Mysterio played Kiane like a fool. He must have known Kaine was following him, then tricked him into grabbing the fake emerald. Landing him where one of his enemies were.

"So, I guess this is payback." Kaine grunted. Already taking out his stingers, ready for a fight.

"Considerably, yes. But don't worry, I won't kill you." The smirking temptress raised her blade and gave a carnivorous look at the spider. "I think that once your beaten, I'll keep you as a nice pet."

"As if punk. Let's just get this over with."

"Agreed." Like that, every assassin then lunged at the spider with Belladonna included. All ready for this epic fight.

* * *

" I wonder how those Assassins Guild are dealing with our gift?' Mysterio, back in suit, said to supposedly no one in particular. Standing atop a small building.

" _Hehe. Knowing that spider, clone or not, he'll deal with them."_

"I guess so." Mysterio replied. Apparently his master had detected their would-be stalker following them. His master had a plan though, stating that they could let someone else deal with Scarlet Spider. Not allowing him to ruin the fated battle between Daredevil and his apprentice.

The call was made, trap set, and boom. Scarlet Spider was no longer their problem. By the time he bet Belladonna's crew, he would be too tired to actually chase them. Having no choice into giving up. Mysterio had to admit, his master made quite a good plan. Not that he would say it out loud at the least.

" _Either way, I hope your ready Quentin. Once you deal with Daredevil and get the Chaos Emerald ready I want to see a good show between you and Parker." It_ said with glee.

"Understood. Although…...why do you want me to battle Spider-Man so much? Not that I mind, just wondering." It was a question Mysterio always asked himself since he first met _it_. The entity telling Mysterio that he must battle Spider-Man…..for something.

" _Oh Quentin," It_ said in his raspy voice. _"In time you'll know why. The most I can tell you is that a balance is needed between Peter's victories and losses. That's all I'll say."_

"Balance?" His master didn't clarify any further. The voice vanishing, his own body feeling different. The entity leaving him, for now.

Sighing, Mysterio decided that he may as well just put the Parker issue aside for now. His master only told him these things whenever it felt like it. Trying to force answers would only make it worse. If there was one thing Mysterio knew, it was that demanding answers from deadly entities like his master was just a one way ticket to hell.

Anyway, instead of focusing on his master's words, it was best to just get this task done and find the man who could work Chaos energy. Good thing Mysterio knew where the Daredevil usually patrolled. Mostly in areas that were a bit quite and calm. Allowing the man capable of using his sensory abilities to the max.

Using his new staff, Mysterio used it's strange power, actually being still usable despite leaving the planet of Remnant. This allowed him to somehow float above the buildings, an act that made Mysterio full of joy. Flying like those other heroes always made him a bit envious. As they had super powers while he had none. Now though, he could.

As he was above the streets, his A.I. Karen scanned the areas for where Daredevil could be. Karen soon informing him of the spotted Daredevil. The camera zooming in showing the man's face.

"..." For a second, Mysterio felt fear. This was the last man he saw when he first died. When he returned among the living, he had nightmares for weeks. All showing the same thing. Daredevil beating him, then leaving him to rot without actually killing him. It was rather disturbing. Mysterio couldn't say he wished to fight him at all. Part of his mind telling him to leave and just find someone else to help. After all, his master didn't necessarily say he needed to fight him.

The only reason he was here was because if he did face him, then he'll be told of somebody that could help. Still, eve if he was reluctant, even if he was scared, he knew why he was here. If he was to save his daughter, then Mysterio _had_ to face the ghosts of his pasts. Starting with him.

"...Huh. It's time." The plan was set in motion. There weren't many people here, but just in case…..

"Daredevil!" The man heard his name being called, and turned his head. While he couldn't actually see, he already knew whose voice it was. "It's time for a rematch."

Mysterio then cut off his flight, and fell straight for the ground. His suit softened the landing on his feet, while he slammed the end of his new staff onto the ground. From it, the Iso-8 crystal produced a purple energy that engulfed the entire area.

Like the academy, the entire area transformed itself into a twisted land, cutting off from reality. Here, only two people were here. Mysterio, and Daredevil. The former raising his Billy Club menacingly.

"I see you've finally shown yourself. I always felt that your suicide was a fake." Nope, it was real all right. It was a understandable misunderstanding of course. Heck, when one thought about it, many people on their world seemed to come back to life. That wasn't the point though.

Right now, it was time for the long awaited rematch against these two former foes. One would stand, the other would fall. There could only be one winner. If Mysterio was going to beat him, he would need all the strength required. Which was why he did the one thing he thought he'd never do. Make the deal with _it_.

"Master…...I'm ready." Then he felt _it_ entering his body. The amulet he wore beneath his costume glowing brightly. Red flames soon covering every inch of his body like last time. Then, he heard the voice.

" _With pleasure."_

* * *

In a distant universe, in a world of technology Maverick Hunters, inside the mind of a special spider was a waiting entity. Watching the ongoing events, preparing on the off chance he would have to intervene to aid his allies. Currently meditating within the spiders mind. However, a sudden sense from a universe away made all his eyes open up. The energy he sensed quickly vanished just as soon as it came. Yet it felt...familiar.

 _"...It couldn't be."_ After sensing nothing else, the great spider guardian decided it was more than likely a trick of his mind. The energy that belonged to _it_ was a being he defeated eons ago. It was impossible for him to have sensed it.

* * *

 **And so another fight begins, time for round two. Sorry if you wanted to see Kaine's battle, but remember, this story is about Mysterio. Plus now we see Mysterio using his new and improved powers against Daredevil. Wonder how that will turn out.**

 **Next Chapter: March 18th.**


	21. Chapter 19

**Chapter 19**

* * *

" _Now then Quentin, before you leave, I have a little gift for you." A few years back, when Mysterio was resurrected, he was talking to his master in some kind of mindscape. It was only him and it. In his master's hand was a circular amulet with a strange design. It gave off a strange pressure._

" _...A gift?" Cautiously, Mysterio took the supposed present. If he could, the crook would have rid himself of whatever unholy gift he had just received. Well, he could still do that, but it would most likely end with him returning to hell. No point in pissing of the entity that got him out of their._

" _Yes, a gift. Consider it a parting of trust." The entity then snapped it's purple fingers, grotesque bugs and insects forming up together into a horrific chair of sorts. One where his master sat on not even minding the squirming._

" _You see Quentin, as you no doubt have realized, that amulet is a bit special." The entity said while grinning. Mysterio gulped as he gazed at the item in question, his master continuing on._

" _To explain, it contains my essence. The thing that makes me, me. From my powers to even a piece of my soul." His soul. Now that was more than a little creepy. If Mysterio was being more honest, a bit scary as well._

" _That's….nice." Mysterio said not looking all to pleases. "But, um, why would I need such a...gift?"_

" _Simple Quentin." It began while folding it's arms. "Because one day, you will need my power. While you definitely are good with what you do, ultimately you are still human. All it takes is a simple bullet, and your dead."_

 _Mysterio only groaned, recalling what he did that sent him to this hell. Suicide with a bullet on the side of your face wasn't pretty. Heck, when he was in those fiery pits, half his face was still gone. Only returning when he came back to life._

" _Anyway," The entity continued on, ignoring Mysterio's gruntled look. "This amulet will allow you to possess a small piece of my power. Turning you from ordinary, to what other mortals would call extraordinary. Isn't that fun."_

 _Mysterio wasn't even convinced. Sure gaining that power looked good, but there was assuredly a catch to it all. Perhaps he would be cursed, malformed into some monster, lose his sanity, become cursed with bad luck, any other horrible thing really. The entity noticed this looked, and decided to put aside his apprentice's worries._

" _Don't worry, nothing bad will actually happen. The least you'll feel is a heavy body and some time taking rest. Though I'll admit, if you overuse my gift, you can end up killing yourself." The news did push aside some of Mysterio's apprehension. Not all though. From the looks of it, he still couldn't trust this being, as just because it got him out of hell, didn't mean it was through the good of it's heart. If it had one._

" _Oh, but I should mention one thing." The entity said, wanting to give one final piece of advice. "Unless I myself activate it, you'll only be able to use this amulet for yourself only once. After that, the amulet will disappear and you'll be back to you."_

 _So a one time use. Mysterio still didn't like the amulet, but he supposed it could be useful in the future. Leave it as an emergency of sorts in case things got really dire._

" _I understand. May I please leave?"_

" _Of course. For the time being I'll be leaving for some business. I'm detecting interesting shifts in some other realms recently, so I won't be able to watch you." Now that was good news. "Remember though Quentin, I expect good progress from you. If I see you have done nothing while I'm away, trust me," The entity then snapped it's fingers, causing Mysterio to suddenly enter a freefall with insects clinging all over him. "The spider will be the least of you worries."_

 _The next moment Mysterio knew, he was awake on his bed, sweating. Trying to catch his breath, Mysterio felt something cold and metal on his left hand. Checking it, he discovered the amulet he received from his master. Unsure of how it even got here, considering how he was just in some mindscape a while ago._

" _...Best to keep it for later." Reeling back from that nightmare scene, Mysterio just placed the foul item in one of his drawers. Then promptly went back to sleep, or tried to anyway. The talk he had still spooking him. Who knows, if he was lucky he'd be dead before his master returned from wherever it went. At least he hoped. Just as he was about to slumber, Mysterio said one last thing._

" _Maybe if fate looks down on me, I'll never use that item."_

* * *

" _Yes! Finally! I always knew you would use this power!"_ Speaking in the mind of Mysterio with great joy was the dark entity. Glad his apprentice was using its power, even if it was only for a moment and at limited power. _"Now it's time to show this Daredevil who you are."_

Mysterio himself stayed silent, observing the new power he had. Like before in Remnant, his body was covered in red flames that did no harm to him. He could _feel_ an unnatural power flowing within him. His own aura actually being amplified, turning into something else.

' _So this is the power I received….I have to admit, it is incredible.'_ There was no denying Mysterio felt great, understanding why some villains like Goblin, Doom, Electro, Juggernaut, and other villains laughed when receiving new powers. It made them feel like a new being. Something above regular people.

Aura was nice, but Mysterio didn't really feel much aside from the protective shielding and slightly increased stamina and strength. This on the other hand, it was on another level. Unlike before with that mutant though, he was in _full control_.

' _Still. It would be nice if I had other insurance battling Daredevil. Like some cool new gadget or artifact.'_ Even with the boost in power, Daredevil was still a worthy adversary. The man took on a lot of foes, some stronger than him. Even if some of those battles didn't result in Daredevil's victory, the red dressed vigilante still made a few good marks on his opponent.

" _Oh Quentin, you have all the power you need. What could you possibly wish for in this battle?"_

' _I dunno, maybe one of those Exo Stones I've heard rumor about. Oh, or an Infinity Stone. There were rumors some are here on earth.'_

" _Hahahaha! You must be really desperate for one of those stones. Not that you can get either. Those Exo Stones are who knows where. Not even I can locate them."_ A bit saddening, but Mysterio should have expected much. Those Exo Stones were after all in other dimensions. No way Mysterio could find them. _As for those Infinity Stones, they're also not easy in locating, spread out in our universe. Well, except for two. But last I checked, some human has it in Texas using it to find some killer and the like. While the other is somewhere in New York making a criminal empire. Though I'm not sure how you humans and those heroes haven't noticed yet.'_

Okay, that was interesting news.

While Mysterio was thinking on how to use this information to perhaps sell, Daredevil was standing glaring at his enemy. If it had been normal circumstances, he'd have already beaten Mysterio black and blue by now. This battle though was more than strange though.

Never before had Daredevil seen this kind of power. His own instincts from years of fighting telling him that something was off. He could 'feel' and 'see' the changes in the environment. The lack of noise, the strange atmosphere, and more importantly, that he could _see_ Mysterio.

Not 'see' him on his sonar like everything else. Daredevil could actually see him. He could even see four strange creatures behind Mysterio in his backpack. This was very disturbing, considering he was blind. This was just like that weird stone Turk had. Perhaps he should consult this with the Avengers, however, he had a fight on his hands.

' _Let's see, those flames look nasty, safe to assume he can use them. There were mentions of a new suit with upgrades, best to keep a watch for any surprises on it. I have a breather for his gases, and I should keep an eye out for those little things, plus from the looks of it, Mysterio really does have an arc reactor.'_ Mentally preparing for all of Mysterio's new moves, Daredevil put his game face on. Worst comes to worse, he'd have to retreat. Though that wasn't an option considering he 'felt' the area was different. So his best bet was simple, beat Mysterio.

Both combatants faced each other. Both wishing nothing more but to screw the other in. One for justice, the other to save his daughter. Only one could win.

"Let's,"

"Do this!"

The two ran straight at each other. Determined to get the first hit on the other. Mysterio managed it first.

"Let's see how you like this!" Aura, his master's power, and the improved suit, made one nasty punch. One could hear the crack from Daredevil's jaw, as he was sent flying to the nearest wall, crashing into it. Most men would fall and weep, Daredevil wasn't one of them.

"I see you got some extra kapow." Walking out of the wall, Daredevil cracked his jaw in place, feeling the pain but ignoring it all. "Still. A fancy new suit ain't gonna save you. Now let's get started princess."

In response, Mysterio waved his hands to summon a red-tinted mist all around them. From them hellhounds with coal fur and red cracks came snarling. "Attack him."

Doing as Mysterio said, the hounds went to take a bite out of Daredevil. If this were a regular case, Daredevil would ignore them, knowing they were just an illusion. From the news he heard though, these illusions were more advance. Capable of 'breaking' things. Time to see if they break to.

With his trust Billy Club, Daredevil whacked one canine into the nearest thrift shop. Then slamming another dog on the head. Every time a hellhound got near, the red-suited vigilante dodged or counter-attacked.

Mysterio wouldn't allow this though. Raising his palm, he used his new powers to summon a jet of flames. Naturally the target jumped over it, allowing the dogs to take the hit and vanish. While he was in the air, he released the trigger on the club, allowing it to extend through cable. He then swung the weapon's longer reach straight at his foe. The club whacking Mysterio straight to the head.

"As if I'd fall for that again." Thanks to Mysterio's new improvements, the club did little in actually harming him. Allowing the crook to grab the cable, and pull.

"!" Daredevil was now headed straight for Mysterio. He quickly let go of the club and landed a few meters away. He then kicked some debris right at the bubble-head. Only for the red flames to burn them into ashes.

Seeing that useless attempt, Daredevil decided to try something else. He rushed right at him, his arm pulled back where he made a punch strong enough to easily break bones. Before he could get closer though, Mysterio activated his acquired arc reactor and shot a red uni-beam at him. The blast forcing him to crash into a vehicle.

' _Damn! He's a lot tougher than he looks.'_ Daredevil knew Mysterio got himself new gear, but this was insane. By now he should have beaten him. Instead this fight was lasting a bit longer. Not that this would deter him.

Wiping his face, Daredevil ran once again. Side-stepping every blast of flame Mysterio tried throwing at him. Leaping over the uni-beam. Once he got close enough, Daredevil grabbed his Billy Club again, and smashed it behind Mysterio's knees.

This forced Mysterio to kneel down, making him easy to punch. Which the vigilante did, using his knee to ram it on Mysterio's back.

"Egh!" When he did though, he found Mysterio's new suit to be much tougher than usual stuff. Actually feeling some pain. Mysterio quickly turned around and grabbed Daredevil's ankle. With that extra aura strength, Mysterio threw his enemy straight at the air. Then shot at him with an unavoidable streak of flames.

Grunting, the masked man covered his face and braced the flames. His suit was fireproof, but whatever these flames were, actually harmed him.

Landing on his feet, Daredevil observed the damage, recognizing burn marks on his suit. Mysterio wasn't playing around. He actually hadn't made a remark this entire fight. It was unnerving in a way, but Daredevil was a man without fear. He wouldn't fall from something like this.

"Laser!" Perhaps Mysterio new move will though. From Mysterio's little pack, the four wisps came out, ready to play. The first one being the laser wisp. With the enhanced power, the laser attack was much more devastating.

Using his newly acquired 'sight', Daredevil dodged. Noticing the attack was to fast for his radar to sense. Good thing he could actually see mysterio, otherwise he would have been like that wall. Pierced with a giant hole inside him.

"Rocket!" Not allowing to give up, Mysterio used his second wisp, getting much closer before Daredevil. Returning back to his regular form, Mysterio made an uppercut in the air, his fist inches from Daredevil. Naturally the man didn't understand, and was momentarily confused.

His radar then sensed a grand amount of heat beneath im, he then understood. A pillar of flames came from beneath him, turning him into a nice crisp while sending him flying again. Taking this chance, the illusionist used his drill wisp and headed toward Daredevil's gut. Where if he struck, the vigilante would have an extra size hole.

But no way was that happening. It was close, but Daredevil barely twisted his body in the air. Avoiding the lethal strike, then, grabbing Mysterio's transformed state by the tentacle appendage from behind.

Using his strength, the man of no fear used his momentum to throw Mysterio back down below. The illusionist transformation time running out. Turning him back to normal as he slammed into the pavement face first. Daredevil then landing on Mysterio's back using his feet.

The ground beneath them cracked, not withstanding the pressure the two men gave. The vigilante was ready to strike again, when Mysterio released more mist. This time, with the hallucinations affect.

" _Mathew."_

" _Mathew!"_

" _Why are you doing this!"_

" _You failure, you left me to die!"_

" _I should have never taught you the way!"_

The gas had a good effect on Daredevil, however with his will, he just as easily dispelled it. Knowing that it was only a trick. Still, this gave the illusionist enough time to get off from the ground and run away. Turning back, he then conjured multiple duplicates of himself. Not even Daredevil himself could tell the difference. Discovering his senses were telling him they were all the real Mysterio somehow.

' _This is getting annoying.'_ He mentally snarled. He avoided the fake's blasts, uncertain which one was real. That didn't mean he wasn't hit of course. Some of the flames came and set ablaze more of his suit, slowly burning it up. Whatever the fires were, they were destroying his suit.

Frustrated, Daredevil then ran up to the nearest Mysterio copy. Knowing that even though they gave off the scent of being real, they were still illusions. Illusions that would fall apart and vanish if hit hard enough.

Using his martial skills, Daredevil took apart each and every copy that he came by. The skills taught by him from his master allowing instant defeat for those copies. Not a single one even lasting one hit. The real deal of course, had his own plans.

"Boost!" Faster than his radar, Mysterio was right in front of the vigilante. Where Mysterio did what he always wanted to do. Punch the Daredevil in the face repeatedly. Each blow making a sickening noise as blood was leaking from the vigilante's mouth. The illusionist then summoning more copies of himself, each one taking a good turn.

It wasn't long before Daredevil was being reduced to nothing more than a glorified punching bag. Fists came flying all around him, his senses telling him where they were. Unfortunately, Mysterio kept on the beat down so Daredevil couldn't even think about moving or dodging. Creating a vicious cycle of punches to the face, abdomen, jaw, chest, back, and any part of his body. His suit protecting him some, but not completely.

Still, the great Daredevil wasn't someone to fall unconscious through such petty methods. Using his teachings, Daredevil grabbed one of the clones arms, yet instead of destroying it, he instead twisted the appendage and spun the faker around him.

Every single clone including Mysterio himself were sent back, the copies vanishing along the way. Daredevil then jumped right where Mysterio was, intending to finish it once and for all. "This ends, _now!_ "

"I don't think so." Mysterio coldly said. Seconds before Daredevil could even make the punch, Mysterio moved quick enough to duck beneath it. He then touched Daredevil's chest with his right hand, and said one word. "Burn."

"Ahhhhhhh!" This time, Daredevil really felt pain. The fire, whatever it was, not only just enveloped him in some aura, but also hurt to his very core. Like his insides were burning just as much as the outside. He wasn't turning to ashes, yet the pain may as well made him feel like it was.

Despite his will and overall toughness, even Daredevil had limits. Soon enough, his eyes rolled to the back of his head as the man finally fell unconscious. Mysterio ceased the attack once that was done. The flames finally leaving.

"Ugh." Falling onto a knee, Mysterio soon felt the strain of the power. It wasn't anything serious, yet it still hurt. "I guess this was the consequence you were talking about."

" _Correct."_ His master confirmed. _"Right now, your body is in a state where rest is required. I would recommend taking a rest now."_

"No...what about the deal?" He wasn't going to take a few days off to stop his mission. The longer he waited, the more chances someone would come find him.

" _Do not fret. Since you did quite well, I'll relieve you of some of the strain you have now. That way, you'll be ready by tonight."_ Huffing, Mysterio thought it over and decided that was the best course of action. It sucked, but the condition he was in, no way he could do much.

"Okay…...Guess I better leave." From nowhere, his new staff came, and he slammed it onto the ground. The strange world he inclose himself and Daredevil in vanished. Now the regular world shined upon them, the damage caused no more. Though the people were a bit of a problem. Many of them both shocked and curiouser how to men seemingly came from nowhere.

Having no time for this, Mysterio quickly released his amnesia gas, one that would wipe everyone's memories of the last few hours. This included Daredevil, who would forget everything and only wonder why his muscles ached. Last thing Mysterio wanted was this guy going after him.

Once the gas was released, Mysterio used the staff to teleport himself away, back into the apartment he was in a while ago. Dropping it, he then found himself resting on his bed, dead tired. Taking off his helmet, sweat was rolling off his face, taking in that fresh air.

Though despite his physical condition, Mysterio still had enough strength to smile. He did it. He finally beat the Daredevil, becoming one step closer to Frances. Soon, it would all be over. When it did, he would be the happiest man alive. Those were his lasts thoughts before slumber finally took over.

* * *

 **Thus the Daredevil himself falls. Even the man of no fear can be overwhelmed, with lots od difficulty though considering Mysterio had to use his power-up against him. In any case, that'll be all four today. We're now closer to the ending.**

 **Next Chapter: March 21st.**


	22. Chapter 20

**Chapter 20**

" _I'm sorry, who are you?" Speaking a few years back, was one Beck Quentin. Who was currently speaking to a strange young woman. One that looked very familiar for some reason._

" _..." The woman said nothing, only glancing at him while looking around her. She looked nervous, uncertain about what to do. Finally she took some fresh air, and breathed it out. Then looked at him with no hints of being anxious._

" _...I just...wanted to see what my dad was doing?" For a minute, nothing happened. Beck was quite confused on what the woman said. Dad? He didn't have any children living with him. It made no sense._

 _Yet suddenly, a part of him recalled, back when he was still married, and was told a child was coming. He saw the baby, and raised her right for a nice while. Only for the young girl to be taken away once he and his now ex-wife left. Now standing before him, was his supposed daughter. Looking closer, he saw the resemblance between both him and his wife, and soon remembered her name._

" _..Frances?" The scene then blurred, and all turned white._

* * *

"Are you almost done yet?" Complaining at the middle of the night in a shady building was Mysterio himself, impatient. He had gotten up feeling well rested, ready to take on the day, or night in this case. His master pointing out who he should go to for help. Leading him to him, one Adrian Toomes, aka, the Vulture.

"I'm working on it. Yeesh. No respect for the elders." The bird-themed menace said muttering the last part. Currently he was helping Mysterio endeavor in using the Chaos Emeralds energy as a power source for Mysterio's suit. Attempts have been…..difficult.

"Ugh. Boring." Sitting down, Mysterio just tapped his foot angrily. He knew already that anybody besides the doctors (Eggman and Otto) would find using chaos energy quite difficult. That didn't mean this wasn't boring though.

" _Patience apprentice."_ The chilling voice of his master said inside his head. _"This man will be able to help, just give him time. I already aided him in ways to understand."_

Yeah, as mentioned before, Vulture wasn't exactly willing to help Mysterio at first. After all, while most of the public didn't know thanks to S.H.I.E.L.D.S. efforts, Adrian and most of the criminal underworld heard of Mysterio's accomplishments. Most considered this false, thinking it was a trick. Others were more than impressed, and jealous. The rest were like Adrian, believers but not wanting to get involved. So naturally, the Vulture tried shooing him off.

A quick illusion changed that.

"Still." Mysterio whispered so only he could hear himself. "How can _he_ help us. He's never seen a Chaos Emerald before."

" _Like I said, I gave the man a little push."_ Adrian wasn't an idiot, in fact, he actually had a brilliant mind. Being more than capable of building his own things and understanding certain energies. Mysterio knew this, but felt that despite all that, the Vulture would still have trouble with the emerald. Which was why his master gave Adrian subtle knowledge so he could figure it out.

"Okay...I'll take your word for it." Mysterio was a bit unconvinced, however, if his master said the job will be done, then so be it. This gave him time to review his plans when he faced Spider-Man. He already was creating a layout on what to do when he met him. According to his master, he didn't necessarily need to kill the wall crawler, just beat him. Something that every villain, including him, has technically done already.

Spider-Man's new allies made this more difficult, but the web head could still be taken down a peg. He heard news how a new crime boss called Negative Man or something actually outwit him by using chameleon. Clever.

"Okay, first I should lure him by himself. Cut off all forms of communication, deal with his webs," As he reviewed, Mysterio then realized one thing. He recalled his master mentioning this name a few times, so it was best to ask again.

"Hey master."

" _Yes Quentin."_

"Will that Ero guy get in the way? You said that he sometimes gets involved. Which could ruin my one-on-one with Spider-Man." A small chuckle entered his ears.

" _Don't worry, knowing that old bug, he won't interfere unless your trying to kill his host. And while I wouldn't mind if you did, a single defeat is okay. Meaning Ero won't do anything for the matter."_

"Alright, but what if there's a chance he does get in the way?"

" _Then I'll put him on lock-down."_ The dark entity said with horrific glee. _"I know a trick that will keep him trapped and from doing anything. Even restrain Parker's aura powers. But it will only work once. Not to mention Ero may or may not kill you when he realizes that your connected to me. He wouldn't show it, but he doesn't like beings like me-especially those he thought he killed-running around the mortal plane. It is his duty to protect the web after all."_

"..." At least Mysterio had a new last resort to use on Parker if the Other got in the way. Though he prayed that it didn't come down to it. He escaped death once, no need to face it again. As he contemplated this new information, Adrian called out to him.

"Hey, get over here. It's ready." Hearing those words, Mysterio quickly made his way to the Vulture. There there old criminal was making some calculations and pushing some buttons, the green emerald was inside a protective glass case. The energy it gave off being stable.

"Oh! I can assume you figured it out?"

"Yep. All set and ready to go." Adrian then held a few wires, with Mysterio's permission, inserted it in his arc reactor. "Now this might sting a little, but it'll work."

Making the final adjustments, Adrian then activated his latest creation, a energy transfer device. Soon, Mysterio felt a slight jolt in his system, but ignored it. His A.I. informing him of the new changes.

"Sir, the arc reactor is sustaining itself. Suit's power modulators reaching over 233% and still going. No signs of critical damage." A grin was forming behind the glass helmet. The arc reactor was a powerful energy source in the world. Now, he made one even stronger than Stark's, powered by the controlled chaos energy.

' _This is the exact edge I needed.'_ Now with his new power source, he could use this near unlimited power for a prolonged fight. Spider-Man was tough, but even his stamina could be wasted.

"Oh, Mysterio. If I may have a requested." Frowning, Mysterio looked back at Adrian, who dared to interrupt his sweet daydreams.

"What is it?"

"Well." The old timer gave a greedy look at the emerald, then back at Mysterio. "I was wondering, since I gave you the new power-up, if I could possibly keep the emerald. Just a while at the least."

"No." Mysterio bluntly stated. He grabbed the emerald from it's prison, causing pieces of glass to fly everywhere, then vanished with a poof of smoke. The Vulture coughing away, with a small loo of anger. Then, a satisfied grin came on his face.

"Hehehehe, such a shame." Tapping on his console, Vulture then reviewed the data he had acquired from the emerald. "That emerald could have come in handy, but I can still make this work. It'll just take more time."

On the screen, was a picture of the emerald itself. Already Adrian was forming a ingenious plan with this data. He wondered how much money other criminals would give him for fake Chaos Emeralds. Actually, make that Power Gems.

* * *

With the new suit's power source, Mysterio was now capable of flying indefinitely across the sky of New York City. Many people below seeing a plume of green smoke coming from his boots as he went by them.

"Hahahaha! This is incredible! So this is what Iron Man feels like!" Flying besides him were his four little wisps, who also enjoyed being able to fly with their owner. Mysterio making a few sweet moves across the night, enjoying the ability of flight.

Putting fun aside, he had a mission. Finding Spider-Man and get his attention. Forcing the wall crawler to face him, already having a plan and a few contingencies if he brought his stupid kid hero sidekicks. Oho, especially for the blue rat. His battle with Shadow giving him a few insights on what to do with speedsters like him.

' _Hehe. Bet him and all his allies will be shocked to see I have a Chaos Emerald. Then again, who's to say they don't know.'_ Eventually Mysterio and his wisps made it to times square, where many people were on about their business and walking buy. Some simply watching the news like the Daily Bugle.

" _Once again, we find our city flourishing. And we can thank the true heroes for getting rid of that wall crawling menace SPIDER-MAN!"_ Of course, many people ignored the comments of one J Jonah Jameson. It was strange how he wasn't fired for all his talk and slander about the bug. Then again, many people agreed with him. Mainly the villains and crooks that dealt with Spider-Man.

' _Still though, wonder what he meant by Spider-Man being rid of?'_ Mysterio mused crossing his arms floating above the mega t.v.. _'Eh, doesn't matter. Now to make my appearance.'_

"Karen, begin my grand entrance." The master planner demanded.

"Right away sir." Complying with his orders, Karen initiated the steps ready to show New York the greatest illusionist of all time. As the saying goes in Hollywood, 'Lights, Cameras, Action!'.

All across time square, the lights went out. A few screams and cries could be heard from the darkness. Some wondering what was happening. Others fearing the worst, assuming _another_ invasion was about to happen. Even fewer questioning why they lived in this city of constant attack.

Those questions were pushed aside as some lights around them activated, mainly the ones on their cellphones vibrating. Picking them up, a message was seen on it. 'Look up.'

Following the message, everybody in the square looked up. There the monitors started showing activity. A small purple dot, nothing special. Then it slowly formed into a shape of a eye, a shut one. That's when a voice boomed across the area, frightening the people while some music came.

"Behold, my greatest accomplishments." That's when the eye opened up fully, revealing Mysterio himself. But it wasn't just him, it showed other people to. Spider-Man, Daredevil, and others. Here multiple small clips were allowed for the people to see. From Mysterio robbing places to him putting the beat down on other heroes, mainly Spider-Man.

The footage revealing many of his actions, from breaking into the Triskelion, to facing down the Secret Avengers. Granted, he used his skills to make himself look much better than he actually did. But it didn't matter. All of this was just the opening act. Time to get into the real business.

"Citizens of New York." His voice echoed across the streets. The screen showing his face, where people in their homes were changing the channels to find nothing on but him, thanks to Karen's intervention.

"It is eye, the powerful, the mighty, MYSTERIO!" People stepped back as his voice boomed the area. Some looked up and saw him flying in the air with four strange creatures. A large amount of purple glowing mist being released from his boots. Covering the area of time square making it look more uncanny than usual.

"As you can see, I am more than capable of _wiping_ everybody out." Time to make people uncomfortable. "And while you may not have realized it, I already have everybody in my clutches at this showing."

A few of his audience members started complaining. Stating how he didn't have them captured, and that some heroes would come and kick his butt. Well, time to show them how wrong they were.

"Oh, I know what your thinking. Believing your all safe. Unfortunately, that's no longer possible what with everybody here having breathed in the mist." That got everybody's attention. Silence soon dominated the area, realizing that Mysterio must have done something to them. His dark laugh making them scared, even to those watching at home.

"Do not fear, I don't intend to do anything to you all. I only have but a demand. All heroes nearby are not allowed to come to this area, otherwise the poor people here may find themselves with, technical difficulties." That made people even more frightened, terror slowly leaking in alongside cold sweat. The question in their heads wondering what would occur to them if a hero did show up.

* * *

Elsewhere multiple other heroes could only watch and do nothing. They had been about to head out when Mysterio made his threat. Naturally, they stopped, because while some didn't believe the illusionist, they couldn't risk it. One man of course, was already on the case.

"Everybody, get ready to send those men in. Our scientists have also prepared for any alignments Mysterio might have whooped up." Speaking to his men was Nick Fury, who was more than ready to take down Mysterio. The hardships it took to suppress the crimes he did to the public.

' _Can't believe I'm doing this, but I'll need some extra guards and a secure cell for him.'_ Like most, he to underestimated Mysterio. He knew the man was a threat, but his recent actions put him on a higher wanted list. Because someone who could make pawns out of multiple villain factions, control Grimm, and take out the Secret Avengers weren't a joke.

"Have some of our agents ready, and a few heroes on standby just in case. Also, where is agent Widow."

"Sorry sir, but all reports of her whereabouts are currently gone." Just great. First the Avengers seemingly vanished after Ultron disappeared, some of the D-Avengers gone to another dimension, and now Mysterio was making a move. It didn't take a genius to figure out Mysterio was striking when the Avengers just happened to be missing.

"Sir." Another agent came to him, giving her report. "Our spies in the crowd have indicated a high amount of Chaos Energy coming from Mysterio. It's a Chaos Emerald."

To make matters worse, Mysterio really did have a Chaos Emerald. He read the report how Shadow was missing it. Fury was hoping it was just misplaced after the incident in Atlas, but it appeared Mysterio took it after all. Not to mention possessing an arc reactor to boot.

"Just what _hasn't_ this man done?" Fury questioned himself. Sighing, he just held back the coming migraine and looked at the bright side. In a while, Mysterio would be captured and New York would be back to rest. All he had to do was wait.

"To bad that isn't happening anytime soon."

From nowhere, portals opened up releasing a sinister gas all across the room. Nobody could do anything, barely letting out a scream before the gas consumed them all. Fury covered his mouth, but already he could feel the gas entering him, making him feel sleepy.

As he tried keeping himself awake, he saw _him_. Before him was a strange figure in a long brown robe with no opening wearing a mask. He must have been doing this, who was he working for? He didn't know, but Fury wasn't going to let him get away with this. Using all his strength, the great spy ran toward him and punched the intruder.

"..." The punch amounted to nothing but move the masks positioning. The stranger simply lifting his knee into Fury's abdomen, knocking the air out of him. As he felt his breath taken away, he felt his one eye finally closing up. Yet not before he saw what was behind the mask.

It was only a bit of his face, not much at all. Yet it was a face he knew all too well. "...Par...ker…?"

"Night, night Fury." The stranger mockingly said before punching Nick onto the ground with a thud. It wasn't long before Nick was slowly falling to sleep. Hearing one last thing on the monitor before he was knocked out at last.

" _All I request is simple. Bring me Spider-Man!"_

* * *

 **We're near the ending now, with Mysterio making his demands on the wall crawler. However, last we checked Spider-Man is in X's world. So how is he with Fury at the moment? We're about to find out, the mystery man working behind the scenes.**

 **Next Chapter: March 22nd.**


	23. Chapter 21

**Chapter 21**

* * *

The trap was set, everything was going exactly as he wrote. Once Spider-Man arrived, Mysterio would be fully prepared. With his new upgrades, suit, and heightened illusions, the crook was certain he could win. Of course that fool would no doubt try bringing his allies sneakily, but Mysterio had a plan for them. He had made a plan for any unexpected surprises. Except for one thing.

Spider-Man wasn't showing.

' _Are you kidding me? All this preparation! All this planning! And the damn f &89i#1 fool isn't even here. That son of a-' _Naturally Mysterio was cursing the wall crawler with all he had. More than displeased by this turn of events.

The crowd below was looking worried, but Mysterio could tell his grip on them was fading away. It wouldn't be long before the crowd and other do-gooders realized something was up. Perhaps discover his 'killer' gas was also a fake. Yet none of that mattered to him.

What mattered was his reputation!

If Spider-Man didn't come, he would look like a fool. A man waiting for a date that wasn't coming. A loser waiting for his parents that forgot him. A guy with no life waiting for friends that clearly ditched him. In this case, he would be a villain with no hero to fight, making him look super bad.

' _The one time he doesn't show! Seriously, what's up with that!? He ruins every other plan I made yet this time he doesn't.'_ It was rather frustrating. He had Karen shut off communications in this area, but people watching at home should be calling the cops or whatever.

Mysterio didn't know what Spider-Man does in his free time, yet he should be seeing what Mysterio was doing. I mean, he was freaking live right now. Where could he be?

' _At the Triskelion.'_

"Huh?" His master just spoke, and while Mysterio heard what he said, he was still confused. So he whispered so that the crowd didn't hear him. "What do you mean, at the Triskelion?"

' _It's like I said,'_ The entity confirmed. _'Parker is at the Triskelion. Though, something feels off about him.'_ Mysterio's master knew many things from it's long life, yet even it didn't know everything. Currently, it sensed Spider-Man at the Triskelion, however it's senses told it that there was something wrong with him. Like Parker was there, yet wasn't.

"Seriously?" Mysterio said shocked. "He's at the Triskelion, yet isn't making any moves. What's wrong with him?"

His master didn't say. Sighing, Mysterio realized that perhaps Spider-Man was trying to lure him away from the crowd. It sucked, but it was either stay here and ruin his rep as a villain, or go to him. Yet he couldn't just leave like that.

"Got it." With an idea in mind, Mysterio raised his hands. The crowd now stirring, fearfully. "Well then people of New York, it appears your beloved hero is a no show. What a shame."

"Hah! I knew that wall crawling menace wouldn't show up. He's a menace." Hearing that familiar voice along with others, many turned to see the head of the Daily Bugle, Jameson himself. What a surprise.

"..Well, as the good reporter said," Mysterio continued on, pretending Jonah wasn't there. "Spider-Man isn't here. As such, I'm going to end you all."

Waving his hands, Mysterio saw the fear in everybody nearby. Already they felt themselves doomed. Until they heard the voice. "Well, well, looks like I'm missing the party."

With hope renewed, the crowd suddenly felt themselves safe. For he has arrived. Turning their heads, they all saw…...Spider-Man wearing nothing but a webbed up underwear and his mask.

"..." The crowd's eyes fell dead, with the majority then taking out their phones and snapping pictures of the web slinger's attire. Jonah himself mocking the spider for his state of dress.

In homes of New York City, viewers felt disgust and horror at seeing their hero looking like this. Mothers closing their children's eyes from this example of nudity. Spider-Man then speaking some excuse for why he was like this.

"Hey! Just saying I lost a lot of clothes from some fire dude. Any way, I'm here to do what I do best. Beat down my _greatest_ enemy of all time. The wonderful, fabulous, Mysterio!" Spider-Man said in a showy matter. Mysterio only laughing at the spider's predicament.

"Ha! Sorry web head, but compliments aren't going to get you nowhere." He said menacingly, powering up. "Now it's time to take you down."

"Oh no!" Spider-Man said fearfully. "Well then, I better start running. Because deep down, I'm actually scared of you. So, bye."

Like that, the hero then left in a embarrassingly manner. Not that Mysterio cared, giving chase with his four wisps while shooting beams of purple light looking quite cool. "Get back here you embarrassing excuse of a hero."

"Ahhh! Not the face, not the face, not the face!" Soon the two vanished from Time Square. Obviously the crowd of hostages were pleased when the lights came back on and the mist slowly vanishing. Though they felt quite displeased by Spider-Man at the moment.

I mean, he looked less than heroic. The nearby heroes and officers that came wondering what was up with him. Guess it didn't matter now of course. Right now, law enforcement had other things to deal with. While tweeters and social sites all over the world were viewing another of Spider-Man's blunder. These pics would last for quite a while.

"Pahahahahahahaha! Oh! Hahahahahahahaha!" Laughing during the night was one Mysterio, flying while chasing after the cowardly 'Spider-Man'. His laughter actually hurting his sides. "Hahahahahahahahaha!"

' _Very interesting Quentin. To think you would use a fake Spider-Man to get to your location. Even humiliating him.'_ As his master said, the Spider-Man that showed up was just an illusion Mysterio conjured up. An excuse to chase after it and head toward the Triskelion.

What the crook did was very petty, humiliating the hero, yet then again, he _is_ a bad guy. So why not give Spider-Man a little suffering. Sure the faceless crowd might forget about it eventually, but until then, Mysterio was going to enjoy it.

' _Still….as fun as that was, I better start getting ready.'_ The Triskelion was already on his sights, and no doubt S.H.I.E.L.D. would be more prepared after his last break in. However, as he got near, Mysterio couldn't feel a strong chill in the back of his spine.

The lights on the Triskelion were on, yet there didn't appear to be any form of movement. As he got closer, it would appear nothing was active. Looking below, Mysterio also noted how there weren't many people outside on guard. This was very suspicious indeed. Maybe it was a trap of sorts?

' _Even if it was a trap, I don't see anybody. Unless…..'_

"Karen, scan the area. Is there anybody nearby?" Some humming came from his helmet, the A.I. doing its job. A beep confirmed it was done.

"Scan complete. No signs of life around, excluding you and some small animals." Nothing? This was certainly dubious. Mysterio was wondering what he should do when Karen informed him of something rather important.

"Boss. Detecting high amounts of energy being drained from the city. All of it focused into the Triskelion."

"What?!" Looking behind him, he then saw what she said was true. Slowly, every light in the city was going out, turning off like someone flicked a switch. The Triskelion suddenly glowing, the majority of the light coming from the center. His scanner also picking up a strange humming noise.

"This doesn't seem good."

" _Correct Quentin."_ Out of nowhere, the form of Mysterio's master came out of nowhere, floating besides him. The crook and his wisps floating back in fear. It didn't seem to care though, instead the entity focused entirely on the glowing Triskelion.

" _Interesting. It would appear the dimensional portal is being used. And in a particularly ruinous way."_

"Ruinous way?" Mysterio asked getting over his surprise, looking back at the Triskelion."I don't get it. What do you mean?"

" _It means that whoever is using S.H.I.E.L.D.S. portal, there doing it in a manner that could destroy your planet."_

"What!" Destroy the planet. Who would do such a thing? Actually, that didn't matter, shouldn't S.H.I.E.L.D. actually be doing something to stop this. "Wait….Is that why Spider-Man is a no-show. Because he's stopping the person doing this.

" _..."_ The hooded entity didn't reply, not sure how to answer. Despite his power of observation, for some reason, he couldn't 'see' what was going on inside the building. Like something _or_ someone was blocking him. The question was, who?

" _Why don't you check it out. Spider-Man's there anyway, just keep your eye open."_ Like that, it vanished away.

"..." Gulping, Mysterio wondered if he _should_ go down there. Then realized that it wasn't as if he had a choice in the first place. Calling back his wisps, Mysterio armed his systems and flew toward the tower, prepared for whatever he may encounter.

Once he got close enough, he used his acidic gas to make a hole on the wall, and entered. There Karen told him of the strange energy fluctuations occurring. Noting the lack of people to.

' _This seems all wrong. Where is everybody, and for the matter, where is Spider-Man?'_ His answer came from his master once more, who was also observing the situation from his apprentice's eyes.

" _The people are here, however I sense something wrong with them. Check a few doors rooms down."_ Doing as he told, Mysterio quickened his pace. Soon noticing a strange amount of webs all over the place. Spider-Man must have been fighting someone.

Soon, Mysterio found a S.H.I.E.L.D. agent, only to discover something wrong instantly. "What the-what happened to him?"

On a web just like a spider, the agent was sprawled across it. Yet he appeared dead, not making any movement and could be considered dead had it been not for the low groaning he gave off. As he walked further down, Mysterio saw even more webs with more people trapped.

"My scans report all these agents are in some kind of come boss." His A.I. explained. That didn't tell Mysterio much on who did this. Though he did notice one thing. How there was a single web on each of these men's chest, a purple energy came from it and all seemed to be leading somewhere.

" _Intriguing."_ It said in his mind. _"These humans, there having their life forced being completely drained off. There fine for now, but any longer and eventually they'll all be dead. And it all leads to where the spider is."_

Spider-Man. If it was right, then the web head was also where the dimensional portal is located. Cautiously, Mysterio kept going keeping an eye out for whatever was going on here. Watching everybody caught in the web moaning as they were slowly withering away.

As he got closer to his destination, Mysterio could feel it. A great power was coming from the room Spider-Man was in. He could feel his wisps shivering in fear, their alien instincts telling them something was off. Even Mysterio's master was curious on what was happening. Finally, Mysterio took the risk and entered the room where it all began. Where it might end for him to, seeing the person standing in the room full of webs and people.

"...Spider….Man?"

"Spider-Man. Oh, you must be Mysterio. What a pleasure." Speaking sarcastically, was a thin fit young man wearing a spider outfit and a wolf buckle. He had a face that looked exactly like Peter Parker, yet it was pale and had a dark expression. The eyes being red and black, appearing inhumane. Adding to the bonus was also four spider-like legs that clearly indicated that the person was both neither fully human, or the true Spider-Man.

In which case, who was he?

"You..Your not Peter Parker...or not the one I know….right?" Asking, the look-alike of Spider-Man just looked at Mysterio, curious. Then, a dark chuckle escaped his mouth, sounding a bit deranged and mad.

"Hahahaha. Well, your not wrong, that's for certain Mysterio. Or should I say, Quentin Beck."

"Wha-! How do you know that name!?" Mysterio demanded, feeling put off by this person. The dark Peter just laughing even more so. Seeing the illusionist reaction quite hilarious.

"Please. Do you honestly believe yourself special. I had a Mysterio in my world. Once." World. That could only mean one thing, this Parker was from another dimension. His master also agreeing.

" _This would explain why I felt something off about him. He is Spider-Man, but not your version. But another alternative, and from the looks of it, a very troublesome version."_ Mysterio couldn't agree more. Summoning his staff and raising it offensively.

"What are you doing Spider-Man, or, evil Spider-Man?" The dark copy only scoffed. Waving his hand as if he wasn't even considering the illusionist a threat at all.

"Firstly little Becky," He said mockingly. "I'm called Wolf-Spider. And if you must know, well, I'm just getting a little old revenge on the wall crawler."

"Revenge?"

"Yes. Revenge." A look of anger came upon his face. His extra limbs looking more dangerous. "You see, I came from a dimension where I faced another Spider-Man. One who somehow bested me and humiliated me over. Leaving me powerless for a good deal. Now however, I'm in a position to destroy him."

Wolf-Spider waved his hand all around hi, showing Mysterio the dimensional portal, only it looked more improved than before. Added parts that weren't there before at all.

"Thanks to your, this device is even more deadly than before. Soon, once it powers up, I'll use it to destroy that spider for humiliating me. Then, I'll start my old plan of being the one _true_ Spider-Man." He then laughed at his ingenious plan. Mysterio didn't show any signs of happiness, as beneath his helmet, he glared at the dimensional duplicate.

"That's great and all, but from what I know, your little improvements seem to have made this thing a bomb." The dark spider only looked smug at Mysterio's comment. Not even appearing to care at all at the implications.

"So? Why should I care about any of that." He said coldly. "In every world, Peter Parker stands for justice and heroism, all but mine. It makes me sick., seeing these do-gooders. But what truly annoys me is that I'm not the only spider. And if I'm going to be the one true Spider-Man, then I'll kill this version. Even if it means blowing this world to pieces."

"No way!" This guy was as mad as Doom. Having some stupid plot that could well likely end all of reality. Mysterio didn't care much about the world, but even he didn't wish to see it turn into space dust.

"Well, it doesn't matter. Soon the Avengers or whatever group will come and stop you." May as well leave now and hope some good guy stopped him. Like hell he'd stay here. Unfortunately, his comment only made Wolf-Spider smile more sinisterly. Like he'd just been told a funny joke. Even giggling a little.

"Other heroes." He began. "Poor Beck, those so called heroes have already been dealt with. From what I know, the Avengers are missing. And other heroes are dealing with their own problems. In fact, I noticed this dimension is constantly under fire. It's amazing this world is still standing."

He then waved at a nearby wall. "Not to mention I also trapped some other people here just in case."

On the wall were a few sticky webs holding a few people. Those like Nick Fury, his trusted agent Coulson, and a few other special agents. There were also two people, one man that looked vaguely familiar, and the other was the mutant he saw back in Remnant.

"Those two were most helpful. They were easy to manipulate when I gave them their new powers and a chance at revenge. The second one gaining even more control over his teleportation, now capable of opening dimensional vortexes." Wolf-Spider then gave a sharp smile while looking at Mysterio.

"Basically put. You're all alone Beck. Hahahahaha!"

Damn, Mysterio didn't want to believe him, yet even he felt that it was true. The earth was always having some grand plot or scheme that required attention. The only times heroes gathered by the bunch was when a planetary, or dimensional threat was happening. Or the rare day they had some time off.

' _Shit, shit, shit! This creep's right. With the way things are happening, nobody's going to come. There's no distress signal, and everybody in S.H.I.E.L.D. is captured. Master, why aren't those web watchers or whatever they're called not doing anything?'_ His master told him about those that watch over the web for certain threats. This was a clear threat, yet nobody from that damn web was doing anything.

" _Unfortunately, while they might appear all-knowing, those fools like Madame Web and the keepers of the Web aren't always capable."_ It told its apprentice.

" _It's not always easy, but it is possible to hide from those guardians eyes. Whatever energy this mortal has, it's keeping him from being spotted. As such, we are the only ones that know."_ This didn't give Mysterio any happiness.

"Anyhow," The villainous mastermind said turning away from Mysterio, going back to work. "I think it's time I go back to work. In the meantime," Wolf-Spider shot a web sticking Mysterio onto the nearby wall. Already feeling the life-force draining powers being used on him. "Relax and enjoy your last few minutes on this world."

Like that, Mysterio fell into darkness.

* * *

 **Now we know the identity of the mystery man. Wolf-Spider who starred in Ultimate Spider Man, the television series. He's back and wants revenge, even if it means destroying this world. The only ones capable of saving the day...Mysterio...Where's a hero when you need one? Like Wolf-Spider says, their is trouble everyday, and it truly is amazing the world hasn't collapsed.**

 **Next Chapter: March 24th.**


	24. Chapter 22

**Chapter 22**

* * *

The dimensional portal was soon activating, and with it, the destruction of earth 616. However, despite knowing this, Mysterio was nowhere near the machine. At the very least, not mentally. Somewhere within his mind, Mysterio himself was just trapped in the depth of his psyche. Unable to move at all.

Around him was nothing but darkness, and strange webs that held him down. Had he a choice, he could have removed them and tried to find a way out. Yet instead something was preventing him. Namely, himself.

' _Why should I even bother escaping. It's not like I could do anything.'_ For some reason, Mysterio was in a trance of sorts. One that filled him with self-doubt and negativity. Not even an inch of positive was around him.

' _I never beat Spider-Man. What makes me think I can beat this guy? Why even bother anymore.'_ Filling his head was nothing more but the bad things that came in his life. From his childhood, all the way to the present. He saw it all.

The failures in earning the support of his parents. His dreams crushed by the film industry. Where nobody even took him seriously no matter how hard he tried. Every attempt in proving others always ended in failure.

His own marriage ending in a bad divorce. His wife not seeing the progress and hard work he made at all. Only seeing a man who provided no support to his family, and left him. Leaving him with nothing at all.

The desperation in trying to prove himself to the world. That he wasn't a failure. How he would prove it by making his ideas become a reality. Teaching himself all the things he should do when the time came. Again though, that all came to a fault thanks to one man.

Spider-Man.

" _Well, well bubble head. Time to burst your bubble."_

" _Hey fishbowl! Where's all your fishies? They leave your ugly mug!"_

" _Nice helmet. Can I use it for Halloween?"_

" _It shouldn't be a 'mystery' how your losing!"_

" _This scene just got canceled Misty!"_

Every defeat that came by the web head came with nothing but both pin and humiliation. Becoming worse since he gained his new allies, who were always there to stop his plans.

Perhaps this was the time to end it all. Just stop trying. After all, in every story the good guys always seemed to find a way to win. What hopes did he have in actually doing the impossible?

Yes. It would be just best to sleep it off. No more worries about getting thrown to jail. Hearing those mocking words from all those annoying heroes. No more waking up only to see how the people saw him as a massive joke.

" _Yeah. Just a nice rest. It'll be….for the best…"_ Like that, Mysterio closed his eyes beneath his helmet, and finally gave in…...Only to feel a slap to the face a second later. The stinging drove him awake in confusion.

" _Huh, what? Who did that?"_ Opening his eyes, again, Mysterio saw his helmet was gone. There in front of him, was a young woman with a simple haircut and a familiar face. One he thought he would never see at all.

" _F-f-frances!?"_ How in the world was she even here? Was this another figment of his imagination. Before he could think of anything else, another slap came down on him.

" _Ow!"_ He cried out. "What was that for?!"

"For even considering the idea of giving up!" She yelled at him with a furious look on her face.

" _...Huh?"_ He said dumbly. Earning another stinging slap to the cheek. This one leaving a mark.

"Do I have to spell it out for you! How your not even trying to show that poser who's boss!" Mysterio only had a dumbfounded look on him. Considerably unsure how to handle this situation. Finally, he found the words how to speak.

" _H-how do you even know what I'm doing?"_

"Duh. Just because I was stuck in that weird place, didn't mean I couldn't see what you were doing." Frances said matter-of-factly. Pushing aside her hair, she then narrowed her eyes at her kneeling father. "And frankly, what your doing is pathetic. Just staying here letting that guy win. What happened to the great and might Mysterio?"

This got a reaction from Mysterio. One that irritated him and ticked him off. _"A-are you kidding me? Have you seen that guy?"_ He shouted out, lashing at his daughter. _"That's Peter Parker. Or at least a version of him anyway. And he's much tougher than he looks."_

"How would you know that?" Frances rebutted. "You didn't even fight him for a minute. He just webbed you up here and that was it."

" _Well, that's because there would be in no point fighting."_ Mysterio tried answering back. _"I've always lost to Spider-Man. What would be the difference in doing so now?"_

At first, Frances said nothing. Then she slapped him again, annoying the illusionist. Before he cold yell back though, she spoke in a more calm matter. "Seriously. You think just because he's Spider-Man, he's supposedly invincible."

" _...w-well….yeah."_ Mysterio replied. Getting only a shake of the head from his daughter while she sighed.

"Really? I mean, what's so special about him?" Now that got a look of surprise and disbelief on Mysterio. Did his daughter really just ask that question? I mean, what _wasn't_ special about Spider-Man? It was like asking how the Hulk was strong? Because he was the Hulk for crying out loud.

" _For one thing."_ Mysterio began, ready to tell his daughter off. _"He's saved the entire planet a bunch of times."_

"So do a bunch of other heroes. Every. Single. Day."

" _..."_ Okay, he didn't expect that kind of answer. The worst being that what she said was kinda true. But he had other answers she couldn't possibly deny.

" _He's a young hero that began as a teenager and kicking but since then."_

"Haven't you seen the other brats nearby him? Not to mention S.H.I.E.L.D. and other groups have their own teenage warriors. So stupid that such young people are fighting, not realizing they could die horrible deaths."

" _H-he also has the powers of something called a totem."_

"So does Black Panther and other animal like heroes. Spider-Man also isn't even the only spider-themed hero."

" _He formed his own super team."_

"Have you not heard of the Avengers?"

" _He travels across the dimensions to save the day."_

"Who doesn't dimension travel these days? Because it seems like thing now."

" _...He, ugh…..he has some guardian called the Other."_

"Don't you have your own version?"

" _..."_ Yeah, this wasn't going anywhere. Every answer he made, Frances counters back with another. In a way, Mysterio wasn't really sure what actually _made_ Spider-Man different from other heroes. This was getting tough to figure out. Frances on the other hand, just sighed and sat down next to her father.

"Listen, dad. I won't deny Spider-Man had done pretty cool things. Heck, he's considered the best hero of all." She said staring at her father. "However, as impressive are his feats, he does most of these things with a team and all that. Like the Avengers, he can't do everything alone."

As Frances said this, Mysterio looked back at his times facing the wall crawler. In a way, Frances was right. Spider-Man did awesome things on his own, but always constantly needed aid when the stakes were to high. He even needed a bunch of others to stop him when he gained the power of the wisps and Iso-8.

"Basically put," Frances continued on. "at the end of the day, I don't really see Spider-Man that cool. I mean, to me, he's just some weirdo in tights that makes bad jokes and stops a few bad guys here and there."

Standing up, she then looked at her father. "And while I can't deny you have your own faults, you've done some impressive things to."

The mindscape around them soon shifted. In it it showed every crime Mysterio did, both the bad, and the good. Including the actions he made on earth and Remnant.

"I mean, you made S.H.I.E.L.D. look like idiots by breaking in. _By yourself._ " The scene showed him causing havoc all across the Triskelion. Escaping Shadow, Widow, and Winter.

"You also met with the Grimm, and survived. Actually being buddy-buddy with them." Mike and Marty came next, speaking with Mysterio on good terms. Being the first human to actually make proper contact with them.

"There's also the fact that you fooled the Brotherhood and Fang. Escaped Hydra. Destroyed an entire academy. And even somehow beat the Secret Avengers, even if only by proxy." That's right. Mysterio did do things that would have normally been considered impossible. Yet here he was, still alive and free from jail. His daughter actually looking pleased with his accomplishments.

"Yeah. Personally in my opinion, you've done well." She said with a smile. Then frowned when the next image showed up, revealing the Wolf-Spider. "Which is why it's stupid if you think that you're going to lose. Just because some fake loser put you to bed."

" _...But…..what if I'm not….strong enough."_ He said sorrowfully. _"I mean, I always lose to the real Spider-Man. What chance do I have against him?"_

It was no denying that many spiders of their own realms beat their own villains. The Wolf-Spider being especially brutal. There was no telling how strong he was, and if Mysterio could even beat this guy. Frances was having none of it.

"Enough excuses. You are Mysterio, the master of the arcane arts. The guy who did what those heroes would consider impossible. Who escaped death itself. And your going to let this clown actually stop you?" She then kneeled down in front of him. Looking at his face.

"Plus. The reason I think you won't lose is simple. Because your my father. And my father would never let some Spider-Man rip off beat him down. Isn't that right?" That look of belief and smile was all Mysterio needed. Needed to regain his confidence.

" _Haha. You're right. I really am a fool. To just give up."_ What was he thinking? He faced all these trials and was about to just _give up_ like some failure. What a embarrassing display he made in front of Frances. A pathetic action on the damn belief that every Spider-Man would just be invincible.

Suddenly, Mysterio felt something. A warmth perpetuating across his body. He wasn't sure why, but he felt a great power coming from it. Like his own feelings were giving birth to something greater. That power being the exact thing he needed to break free.

" _Graaaa!"_ Like that, the webs that held him broke, allowing Mysterio to stand once again. Frances giving a warm smile, as she pulled from behind her Mysterio's helmet.

"Here dad. I believe this is yours." With a chuckle, Mysterio grabbed the helmet and donned it on. His body soon becoming outlined with a gold glow. He then looked at Frances, and spoke.

" _Thank you sweetie. Now let your father do some work. Once it's done, how about we hang out at that ice cream shop you liked?"_

"Sure dad. Just show that jerk who's boss." Nodding, Mysterio soon started walking, seeing a strange glow coming from the darkness. He then looked back, and saw Frances waving at him. The one person who believed in him.

" _Heh. Let's start the final climax."_ Turning around, he continued walking feeling even more power coming from him. He wasn't sure what it was, but he felt for certain it would aid him in this coming battle.

* * *

"Finally, it's almost complete." The dimensional portal was near its maximum energy output. Once it reached its full charge, it would do two things. The first was that it would give him extraordinary power, so much to the point where he would become a god. The second was simple.

The energy that was reaching critical would destroy this world, along with every other world with a spider in it. All those pathetic Peter Parker and others would be vanquished so easily.

Their lives all about to end, all thanks to this machine. Those fools shouldn't have made such an incredibly device, that reached out to _all_ dimensions. Now he was going to use it to kill every last spider. All but one.

"Parker!" A snarl came onto his face. He still couldn't believe it honestly. His first defeat. How that version of himself somehow beat him by simply letting himself be absorbed. It was so idiotic, 'poisoned' himself from all the good he drained. How stupid was that?! To lose everything from such a move.

It made Wolf-Spider furious whenever he recalled that moment. How he was scattered across the dimensions, trapped.

Luckily, while it took time, he was able to slowly gather himself back together. Putting his fragments into one world, this one. A strange dimension that was linked to two others. Not that he cared, all he wanted was bloody revenge.

However, it wasn't easy considering he was just one man. He needed a plan. Not to mention a way back to his world since the Siege Perilous wa gone from his grasp. Which was why it pleased him greatly when he heard about a dimensional portal in the Triskelion.

It took planning, but he soon was able to sneak his way in. Ready to send himself back to that lowly Parker's home and kill him. Until that fool Mysterio ruined the plan, and used it himself. It took all his speed and stealth to get their without anybody noticing him enter the vortex. Even worse, he was trapped in that world with those monsters. Still, he prevailed and kept going.

Discovering some spiffy formulas created by some loser called Goblin, and easily manipulated henchmen. Using their gifts and capabilities to rob the parts he needed to modify the main dimensional portal in the Triskelion.

Making certain none of those big-time heroes were there. Making his moves in the shadows, and striking from there. Showing them how weak they were while draining them of their strength as they slowly rot.

Once his plan was complete, he would then visit the one who trapped him in the multiple dimensions, and beat him down, destroying everybody he loved. Making him beg for death, not allowing it until he really became broken. Only when Parker was at his lowest, would Wolf-Spider kill him.

"Hehehehe. And once that's done, I'll start my conquest of ruling other worlds." May as well have a new goal in ind once he killed every other spider in existence. Becoming ruler of the multiverse sounded quite fun. Perhaps he could even kill the Master Weaver to gain his power. What a joy that will be.

"Now then, I better check on my snacks before I-" Before Wolf-Spider could say anything more, he felt it. A strong power pulsing from one of his webs. One that was greater than every other victim he captured combined.

"What in the!" Turning around, he saw the cause of it all. It was his latest victim, Mysterio. Yet he was glowing a bright purple and was slowly hovering.

' _T-this is impossible. Nobody should be capable of doing anything once I capture them. Especially with the properties I added in them.'_ Wolf-Spider knew some people might fight back against the webs. So he modified them to not just drain them of their vitality, but also put them in a nightmare like coma.

Thus he made certain that when they were trapped, the victims would see their worst fears. Become plagued with fears that would make them unable to escape. Yet somehow, this Mysterio was breaking free.

Then he saw it, two items floating nearby the illusionist. One was a strange green emerald that was next to a multi-colored sphere. Then from nowhere, a strange staff appeared with a crystal on the top. An Iso-8 crystal in fact. Wolf-Spider wasn't sure what they were, but the items seemed to be combining their energy. Turning into something greater.

Then, as quick as a blink, the Chaos Emerald and Smash Ball disappeared. The former leaving the illusionist, and the latter being used up as per it's rules. However, despite disappearing, they left their grand energies to form something that would aid Mysterio in stopping this man. A power that would form into something new.

"You. What are you doing?!" Mysterio didn't answer the villains plea. Instead, he grabbed his staff, noticing the change in the Iso-8. It was funny, it looked normal, didn't seem all that different from any other Iso-8, yet deep down, knew it was something else. For it was a crystal that gave power to those who were weak. Granting a one time power that connected to the world of mystics.

"The Arcane Iso-8." He whispered.

The Chaos Emerald had sensed the disturbance caused by Wolf-Spider, and while it would never give Mysterio with it's 'true' power, it would aid him. The Smash Ball, also corresponding with Mysterio's desire to be a true master of the magical arts. Combining the Iso-8 crystal with Mysterio's desires and dreams. Together, the power now matched Mysterio's dream to become Arcane Mysterio. The one who's power and magic equaled that of even the mightiest sorcerers and mystics, including Doctor Strange. The power to help Mysterio defeat the one who would seek to destroy the Web itself.

Soon enough, Mysterio changed into his old suit. Yet this time, his own aura, his very soul resonated with this new transformation. His form engulfed in a purple aura. Making Wolf-Spider scream in rage upon seeing this transformation.

"You!" Wolf-Spider said in complete shock. "Just what did you do?!"

"What I did?" Floating above the ground, Arcane Mysterio just stared at the evil Parker with glowing purple eyes, and spoke in a dominating matter. "The real question is, what are you going to do? Because I think it's time I kick that nasty ass of yours. After all, your nothing but a second-rate character in this world."

"You….You!" Clenching his fist, Wolf-Spider glared angrily at the new Arcane Mysterio. His words full of rage. "You dare?! I will destroy you like your other counterpart! With my own new-found power."

Wolf-Spider then released his limiter. For during his time scattered, he had been able to absorb the remnant energies of the Siege Perilous. Now using it to power himself up to his former muscular form. He had been planning to save it against Parker, but it was clear he would need it now.

Now the two stared at each other, where only one victor could remain. With power that was frightfully scary, now both being capable of challenging even the strongest had to offer.

"Ahhhhh!"

"Ahhhhh!"

Arcane Mysterio released a stream of purple magic while Wolf-Spider ran toward him with his fist ready to punch out the magic. The two powers collided, and if anybody was watching the Triskelion, they would soon see an explosion afterwords.

* * *

 **And so ends this chapter, one more left and then the epilogue. Hop you liked the power-up I gave Mysterio. Now he can use actual magic. Magic he'll need against the powered-up Wolf-Spider. A final battle between these two villainous foes.**

 **Next Chapter: March 25th.**


	25. Chapter 23

**Chapter 23**

* * *

Somewhere within another dimension, there were two beings inside it. One was a young woman with black hair and a face reminiscent to a certain villain. The other was a being not even human. Wearing a brown trench coat with crawling bugs all over it. Together, this unlikely pair was watching the ongoing events currently happening.

"So, I guess my dads the only person able to save the world from that poser. Heh, what are the chances."

" _If it makes you feel any better, it's actually not uncommon for a villain to help save the day. Just odd."_ Speaking were both Mysterio's master and daughter Frances. The two watching the transformations and the rising power they now had.

"Yeah….Hey, how did my father gain the power to use magic? I know his tech is able to make it look like magic, but I've never seen it at this level before." Frances asked the diabolical being. Who gladly answered.

" _Ahh, that. Even I admit, I'm not entirely sure how your father gained access to the mystical forces that surrounds the universe."_ It said also unsure. Though it did have an inkling to how it happened. _"My best guess would be because of that Smash Ball."_

"Smash Ball?" She replied while tilting her head.

" _Correct. It seems to have allowed Quentin access to the mystic realm, though for a short while due to the price."_ Frances seemed worried for a second, but the entity simply shook his head. _"Don't worry, it's not as if he'll die or anything. The only thing that will happen is Quentin losing his powers. Shame really."_

The entity had to admit, that Iso-8 crystal was truly unique even among other Iso-8 crystals. Allowing someone access _and_ knowledge to magic for _free_ was quite impressive. Unfortunately, as they say, all magic has a price. After all, one didn't just use magic without creating a type of debt.

Hehe, it was actually funny how in another realm, there was nothing but workers dealing with magic like regular people solving files. Not the image one would think of, but hey, those guys up there could mess with people if they really wanted to. Even the sorcerers of earth were no exception, including Strange.

" _Hmmmm, I wonder if he told those brats the price of magic? If not, then they're in for a rude surprise."_ As it mused on this, Frances simply looked back to where her father was. Proud of the power he achieved, and worried that he might die.

That dark spider looked gross, but even she could tell that guy was strong. Still, despite all that, she couldn't help but believe her father would survive this. He was Mysterio after all. While he was no hero, he was no pushover either.

"Good luck dad." As for the entity, he just gazed back to see how this fight would end. Not really putting faith or hope like Frances, but still had his own thoughts on the matter.

" _Well then Quentin. Time to show this reject why your my chosen apprentice."_

* * *

Back on earth, a battle was taking place. One between two people that would be classified as villains. Both had their motives, their goals. Neither were good people, yet only one was psychotic enough to really call genocide. The other only doing his best to save his daughter.

Yet in the end, only one could win. Though that didn't mean either could throw in a few good punches. Or in this case, fist to magic.

"By Watoomb, I summon the daggers of death." With the Arcane Iso-8, Arcane Mysterio was now capable of using true magic. No illusions, no technology, just the real deal. One that could actually hurt his enemy.

"Uhgg!" Wolf-Spider grunted as the daggers pierced his body. Blocking the majority of them though with his bio organic spider arms. He then leapt up attempting to crush Arcane Mysterio, only for a barrier to block him.

"Hah! I don't even need a spider sense to avoid that. But what about _you_." Purple mist flew from Mysterio's fingers, a magical version of the chemicals he used to dampen Spider-Man's spider sense. One that worked well against the dark version.

"What in the?" Wolf-Spider felt the effects immediately. His spider sense completely being useless, and that made him angry. "Why don't you handle this fool!"

Using his spider limbs, Wolf-Spider ripped pieces of the Triskelion and flung them at his foe. The Arcane Mysterio dodged a few, but some pieces were unavoidable. Pushing him back and flinging him over.

Taking advantage of this, Wolf-Spider leapt up and slammed a mighty fist into Mysterio's face. The glass helmet barely held together as he was flung into the nearest metal wall. "Ughh!"

"Don't think this is over you quack." Using his web shooters, a string of life-draining web came right at him. Mysterio countered through his new found abilities. Not allowing even a single one to touch him, knowing their devastating ability.

"By Sheol, I bind thee spider!" Ethereal chains then came from thin air, they then headed straight at Wolf-Spider, binding him. His power was to much though, being more than capable of breaking free from them.

"Ha! As if such chains can stop me!"

"Then handle this freak!" Channeling more energy, Mysterio called upon multiple mystic orbs all around them. Then he flung them all at the giant hybrid. Each one marked to hit him with devastating results. Scowling, Wolf-Spider did his best to dodge them. Without his spider sense though, he couldn't void them all. Some slamming into him causing great pain.

Mysterio didn't let , he then came behind Wolf-Spider, and slammed his palms into his back. Chanting a small spell that flung the psychopath forward. Mysterio then used another spell to call upon ice, encasing his foe.

It didn't hold him for long again. Grunting, the ice started to crack, indicating he was about to break free. Seeing this, Mysterio conjured many copies of himself, each one ready to fight. Just in time to, as Wolf-Spider broke free sending ice bits everywhere.

Roaring, Wolf-Spider then rushed at the duplicates. The Mysterio copies used their powers to summon energy bolts at him. The muscular spider simply ignored them, and plowed straight through a group of fakers. Crushing them with his feet and fists.

Then using his spider limbs to grab a few and throw them everywhere. A few getting pierced by the organic limbs as well. Even crushing a few by grabbing their faces. Yet that didn't satisfy the killer at all.

"Where are you Mysterio!?" He yelled out as he destroyed the copies. Ignoring their pathetic attacks that barely damaged him. "Are you just going to hide like the coward you are."

"No." Hearing the voice, Wolf Spider looked above and saw the Arcane Mysterio criss-crossed glowing even more. "Just buying some time."

Releasing another chant, the new birth magician then opened up multiple vortexes all across the room. From them, came the creatures of hate, the devourers of envy and sorrow, the feared creatures of Remnant. The Grimm.

"Graaaa!" From the portals, Beowolves, Boarbatusks, Nevermores, Ursas, a few Geists, and more came from them. Each one full of the power of Dark Gaia, and wishing for nothing but destruction. It was then they felt it, the negativity.

The Grimm were creatures that targeted those who gave off negative emotions. Most of the people in this room were unconscious, and even if they were awake, they weren't really feeling anything. Which left Wolf-Spider and Arcane Mysterio. Obviously only one of them had enough negativity to attract them.

"Graaaaaa!" All the Grimm then did as they were made for. Killing those with negativity.

"No! You dare!" All at once the Grimm struck at the human/spider hybrid. Using their laws, teeth, and stingers to maim their target. Mysterio knew this wouldn't be enough to kill or even stop him. But it would help wearing him down.

"Hey. It's Mysterio."

"Hi man. Like the new threads. Looking good."

"Mike and Marty?" Turning around, Mysterio saw two associates during his time on Remnant. This was quite a surprise. "What are you doing here?"

"Oh, we just saw a portal and jumped in." Mike casually replied. Marty gave the place a good look around with what appeared to be a frown.

"Boy, this place is a dump. Everything looks busted. And….what in Grimm's name is that?"

Looking at where he was pointing, Mysterio then saw the dimensional transporter glowing. It was then he remembered exactly what Wolf-Spider said. How it was charging up to release a devastating power that could power the freak up while simultaneously destroy his world.

"Shit!" For a second, Mysterio tried thinking of a plan. He could try disabling it, but he wouldn't be able to do much before Wolfie broke free. He then looked at the two Beowolves and had an idea.

"You two, I need your help." He explained, not giving them any room to talk back. "Long story short, that thing's going to blow, wiping me, earth, and even you two."

"What!" The duo yelled out.

"Yep. However, it can all be prevented if you can help me shut down this portal."

"But how?" Mike asked increasingly worried.

"I mean, we aren't exactly brilliant techno people or whatever." Like Marty said, the two were Grimm. Killing, they were experts at. Tracking and fighting, just as good. But manipulating technology, not really.

"In that case, I can help." A voice suddenly came from nowhere, checking behind them, all three then saw who it was.

"Iron...Man?" Mysterio asked, only to get a shaking head.

"Incorrect. Call me, the Iron Schnee!"

"Whitley!" How in hell did this happen?! Last Mysterio saw, Whitley was taken away and put in a safe place away from Hydra. Yet he was here right now, wearing some spanking new armor that was kinda like Iron Man's, only blue and white, a blue cape with a snowflake on it, plus a bit smaller.

"But, what in the-how?"

"Sorry Mysterio, but I have no time to explain. Let's just say I detected something and came to help." After being put in that situation with Hydra and noticing how powerful his sisters were becoming, Whitley realized he needed to change. And what better way to change than creating his own armor using the resources at the SDC, and some of his own intellect.

For while he was nowhere near Stark's intellect, he was still smart enough to create his own armor. As for how he was here, he had been testing his new armor against the Grimm when a portal opened up and he was sucked in. Probably a good thing to, since Mysterio realized he could be useful in shutting the machine down.

"In that case, fine. Mike, Marty, you two help him by making certain none of the Grimm stop him. Can you do it?"

"Sure."

"You got it." The two couldn't say they liked attacking their kind, but it was that or face death, so the choice was easy to make. Still, it wouldn't be easy for them despite them being alpha's Good thing Mysterio already had an idea for that.

"Excellent. In that case, have a power up while I handle Wolf-Spider." Mysterio sent a stream of magic that transformed the two Grimm into a much larger, stronger variant of Grimm. Their claws becoming much sharper, bone plating rearranging in a more armor like way. Their forms becoming more sleek and mobile.

"Wo-hoah! This is awesome. Right Marty?"

"Yep." Marty then turned to the Iron Schnee. "Come on man, let's go save the day. Woah, that felt weird."

Whitley was actually surprised seeing and hearing two talking and quite agreeable Grimm, but then realized he could question this later. Right now, he had other business to attend to.

Back to Wolf-Spider, he was becoming increasingly annoyed with these Grimm. They were nowhere near his level of strength, but still bugged him to no end. Then he saw a group heading toward the dimensional portal. It was clear they were trying to shut it down, and he wouldn't allow it.

With his fury, he ripped apart the Grimm and started running toward the interlopers. However, unluckily for him, Arcane Mysterio had other plans for him. "By Denak I summon the grand sword of flames."

A fiery sword appeared in his hand, and Mysterio swung it down. Summoning a grand arc of fire that made a direct hit on Wolf-Spider. It didn't do much damage, but it did blind him for a second. A second was all Mysterio needed, as he teleported in front of the hybrid and started a series of punches.

"Guh!" Using his aura, Mysterio powered each of his punches being more than capable of destroying titanium walls. While Wolf-Spider was durable enough to withstand them, he could still feel his insides being messed with. Then felt a strong fist uppercut him into the ceiling. His head actually breaking through the roof.

"Now then, time for another chant. From Faltine I invoke the higher binding!" More chains came and made attempts to capture the slippery Spider-Man. Yet once more, he proved elusive even without a spider sense. Quickly escaping the trap and flung himself toward the new magician.

"Mysteriooooooo!" The dark version then slammed into Mysterio, causing the floor to actually break, sending the two into the level below. The three trying to stop the machine were more than a little shocked, but ignored it having hopes Mysterio could stop him.

As for what was happening below, Wolf-Spider stood over Mysterio, who was dazed from the attack. He then felt pain as his enemy started his own assault of punches. His new muscular form making his jabs much more devastating as he taunted the down magician.

"You! You actually _thought_ you could beat _me_!" He made certain Mysterio couldn't answer, punching the air out of him while slamming his fist onto the slowly cracking helmet. "I _destroyed_ you in my world _Crushed_ every other hero who tried to stop me. Even _defeated_ multiple spider's as they stood no chance against me. And you thought you'd fare any better than them?!"

Making one final blow, Wolf-Spider broke through the helmet, and hit Mysterio's face. Hearing the bone crack and blood leaking out, Wolf-Spider became satisfied with his work. "Hahaha! I admit, you put up a good fight. But in the end, your just a _failure_."

Chuckling, Wolf-Spider turned around and prepared himself to deal with the interlopers when he heard a weak but stable voice. "Puh. As if you can stop me."

Wolf-Spider quickly turned around, ready to bring another beat down, but was to late.

"From the dark Dormammu, I call his power of darkness in reality." From Mysterio's hands, a dark energy formed which he used to blast Wolf-Spider continuously up. Breaking through the multiple ceilings all inside the Triskelion until finally he gave out.

"Ughh." His aura was healing his face, but it still felt rather painful. Getting up, Mysterio floated back where the dimensional portal was, and saw Mike and Marty finishing the last of the Grimm he called upon.

"Whitley. Are you almost done?" He asked the young Schnee. Hoping the doomsday device was shut down.

"No." Whitley said back, still typing away. "I'm still trying to bypass some of this encryption Wolf-Spider installed. Just give me a few more minutes and I'll be done."

"As if I'll allow that." From above, the large spider broke through. His face looking a bit ugly as it revealed some of his skinless muscle, thanks to Mysterio's dark magic. Wolf-Spider was ready to crush the young child, but Whitley was prepared for it.

"As if I'm not ready for that!" Stepping away from the console, Whitley held his palms up and activated his own version of the Repulsor Ray. The blue beam making a direct hit against the murderous villain. Actually earning a cry of pain from the man, as the ray also started encasing him in some ice.

As the villain fell down onto the ground, Whitley gave a happy cry. "Ha! I knew adding other elements other than dust could work just fine."

Just as he said that, Wolf-Spider got up and rushed him. His fist ready to bask Whitley's skull in, the child actually frozen still, unprepared for that. Good thing he had two Beowolf guards to help out.

"Hey ugly!'

"Eat this!"

The two slammed their fists onto Wolf-Spider's face, knocking him back. Sending him flying all the way into the wall.

"...Woah!" Mike said with an open jaw. Not expecting that much strength put in his attack. Marty himself also having his jaw opened. Only to close as Wolf-Spider came back up, looking none to pleased.

"Damn! What does it take to put this guy down!?" Marty frustratedly asked nobody in particular. Mysterio answered anyway.

"A lot. You two just keep watching Whitley. I got him." Floating back up, Mysterio sent another beam of energy at the spider. Like before though, Wolf-Spider withstood it and slowly walked over to him. His mouth turning into a grin as Mysterio became increasingly worried.

' _This is bad, this is bad. I'm powered up, but this guy is tanking it like crazy. Not even Spider-Man could handle this much punishment. But this freak's handling it with ease.'_ Mysterio tried thinking of anything that might work, but nothing came up. All it would do was just knock Wolf-Spider down before he got back up.

' _There just has to be a way. How can I-wait, of course.'_ Mysterio quickly made another chant and sent a bolt of energy that entrapped the hulking figure. It wouldn't last long, but it would hold him long enough. Mysterio then turned back to his three associates.

"You three." He yelled out, gathering their attention. "I need you to stall him while I get something. I'll be right back."

"What" Marty yelled in shock. "You can't ju-and he's gone."

Once Mysterio teleported away, it just left Iron Schnee and the two Grimm with a finally freed spider. One who was grinning maniacally.

"I see he left you behind. Smartest thing he's done." Wolf-Spider then cracked his knuckles. "Now then. How about I play with you."

Muttering curses, Mike, Marty, and Iron Schnee readied themselves. Fully realizing they were about to feel a _lot_ of pain. Chuckling, Wolf-Spider just ran right at them.

"Eat this weirdo." Whitley flew up, and started shooting his Repulsor Rays again. Wolf-Spider felt the sting, but he was ready for it as he just leapt up ready to smack Whitley down. Luckily, the flying youngster just flew away, not ready to take such a blow. As the dark spider landed, he soon found himself attacked by the Grimm Beowolves.

"I don't know about you freak," Mike said with Marty finishing their sentence.

"But prepare to face the beatdown by Mike and Marty." Unlike Mysterio and Iron Schnee, these two Beowolves had lived a long life of violence. Even before their sentience, they lived a decent life learning while maiming Huntsmen.

As such, the two had proper battle experience. Meaning they knew just where to bring the pain.

"Eat this punk!" Marty ducked under one of Wolf-Spider's organic limbs, and struck with his elongated claws. Actually piercing through that tough skin. The target actually muffling a scream, as he didn't expect someone to break his near invulnerable skin. He also didn't expect Mike to attack while his guard was down.

"Graaa!" Lunging, Mike attacked like a regular wolf, with unpredictable attacks. Clawing and biting, his sharp teeth breaking through the dark spider's skin, drawing blood.

"Rrrrrrr!" Wolf-Spider tried attacking, only for the two Beowolves to dodge every move he made. The two were agile enough to make certain they weren't lethally hit. Raising his spider limbs, the villain was ready to strike when suddenly he felt a energy ray hit him on the back, pushing him down.

"Ughh!" Taking advantage of this, Mike and Marty coordinately got behind the massive human, and each grabbed his organic limbs with both arms. Then with all their strength, they ripped them off. A nasty tear sound came as they popped off, earning a roar of pain from the one they were torn off of.

"Ohhh. That's good pain. Huh Mike?"

"Yeah. Been awhile since we felt this much."

Whitley on the other hand kept his attacks. Sending in his stream of energy to burn Wolf-Spider's back while Mike and Marty kept clawing at him. The dark counterpart of Spider-Man slowly becoming more and more angry at this disgrace. His anger soon hitting its peak as he got up and roared like an animal.

"Uh oh!" That was all Marty could say before Wolf-Spider grabbed him and his companion. Who were then savagely beaten back and forth as he kept cracking their bone plating. Lifting them up only to drop them back down with a thud. Grabbing their tails and spinning them around, releasing them and then used his web shooters to web them up.

Only to spring them back to him as he stepped back allowing the two to hit each other by the muzzle. The duo groaning in pain. Wolf-Spider was ready to do more, only to feel the Iron Schnee's Repulsor Rays to strike him. He just found his next target.

"Crud." Whitley flew back, ready to keep attacking from a safe distance. Wolf-Spider had other plans. He kept shooting his webs, trying to trap the armored Schnee. While doing so, he used his strength to rip pieces of metal and threw them at Whitley.

Whitley was able to blast the debris, but in doing so, he was to late in noticing the Wolf-Spider closing the distance. "Hu-"

Then a mighty hit struck his armored chest, sending him into the nearest wall in pain. Crashing through, Whitley could only groan. His suit protected him well, but a few of his ribs were cracked from the hit. Another like that would surely cause fatal damage. Try as he might, the young Schnee couldn't even move.

Which was fine for Wolf-Spider, as he walked up to him and grabbed him. Applying pressure in his grip, causing Whitley to feel the pain, his armor shorting out a little. Wolf-Spider then grabbed the damaged helmet, and ripped it off, looking at Whitley's fearful expression.

"This is what happens to people like you." With full intent to crush his skull, Whitley closed his eyes in fear. Luckily, a miracle came for the young boy. One in the form of a single word.

"Laser!" From the side, a great wisp fueled beam struck Wolf-Spider away from killing the now fainted Schnee. Wolf-Spider changed his stance, and faced back against the now returned Arcane Mysterio. Who's face now had determination on it.

"Oh, if it isn't the fishbowl. Or cracked one anyway.. What's the matter, want more pain?" Wolf-Spider mocked. Mysterio didn't answer, only giving a smirk. "What? What are you smiling about?"

"Oh. Nothing." Portals opened up, all surrounding Wolf-Spider. "I'm just glad that like Spider-Man, you all have a pathetic weakness. What was it called again? Right. Ethyl Chloride."

Then a gas of the pesticide started coming out. A large amount that while it had no effect on the Grimm and humans, it had the ability that killed regular spiders. Or in this case, weaken a large one."

"Guahhhh!" Wolf-Spider felt the damaging effects of the pesticide. As a being that held the proportional strength of a spider, he held many abilities. Yet something as simple as that chemical that could be found in a bug spray actually affected him like the fictional hero Superman and his kryptonite. Basically put, he was screwed.

"Now take this." With his enemy weakened, Mysterio began his attack. Floating in the air, he launched a series of magical attacks that damaged the great dark spider. With his abilities now weakened, he couldn't even dodge at all. Only being able to do nothing more but endure the magical attacks.

"As is...this will….stop... ME!" He screamed. Using whatever strength he had left, Wolf-Spider attempted to make a final strike. Jumping write toward Arcane Mysterio, ready to use all his strength for one final punch. As he got near though, Mysterio simply teleported out of the way, coming right behind him.

"Please. Like such a move can stop me. Now let's end this scene, now." Summoning another transparent chain, Arcane Mysterio wrapped it around Wolf-Spider's leg, and then flung him around the room. Letting him go to where it all began. The portal.

"Nooooooo!" With nothing left inside him, Wolf-Spider was forced to enter the portal. However, as if hell he'd go in alone.

Using his web-shooters, Wolf-Spider caught Mysterio by the chest, and dragged him in.

"Augh!" The two soon entered it, a portal with no pre-set destination. The two were now in some kind of vortex that showed all other worlds. Not that the two noticed, as they were now flinging beyond the boundaries of the strange worlds they passed by. Fighting each other to see who would return.

"You bastard!" The arrogant spider said as he kept trying to punch Mysterio. "How dare you attempt to get rid of me. Do you realize who I am, not that lowly Spider-Man you fight, but a much stronger one. While you are _nothing_."

Arcane Mysterio took another hit, however he wouldn't be defeated so easily. As he spat blood, the illusionist looked around him. He saw all the countless worlds, and saw everything that was beyond his own.

A world where Eggman took over, using the power of some strange ruby and a jackal. Another where those female sidekicks near Spider-Man were facing a skeleton like Grimm, that was draining their will. Another world where countless dead giant bodies known as Celestial were falling from the sky. He saw that and so many others, including his own. A dark being pounding on a sword inside some dead head in space. A man wearing a mask with a unique spear of sorts, hunting a spider. Eggman and Otto meeting a strange creature. A man calling himself the Jackal creating a company for cloning organs, yet was doing something more. The final scene showing a huge purple man, wielding a stone of great power that shone like a star.

There was so much to process, that one look and Mysterio was already forgetting these worlds. Yet as he looked at these realms, he saw something. It was a Spider-Man fighting...Wolf-Spider? Where the Spider-Man of that world somehow shattered him, and launched his pieces across dimensions, saving other spiders. It was then Mysterio knew what to do.

Using his magic, he charged up one final spell, that would end this battle. Wolf-Spider saw this, and tried to capture him, but was again to late. Arcane Mysterio finally said his last spell.

"By Agamotto itself, I shatter thee." The stream of blue energy left his hands, at merged itself into the body the Wolf-Spider. Re-creating the exact action used before. Something Wolf-Spider was powerless to stop as he could do nothing but scream one final name.

"Myyyyyysterrrrriiiiiiiiioooooooooo!"Then, like before, Wolf-Spider's own body 'shattered' as his pieces flung themselves across the different dimension. This time, where he wouldn't be capable of reconstituting himself. Seeing this, Mysterio had finally done it, and slowly closed his eyes. Content he had won this battle, even if it meant he would be stranded in this vortex, as he was no longer sure how he would get out.

Yet it would appear a final miracle would come in play. The Arcane Iso-8, seemingly sensed what was happening, and decided to use it's remaining power to aid it's master. With a final glow, Arcane Mysterio vanished from the vortex, and reappeared back outside of it. Noticing this, Mysterio let out a long sigh.

"Hah, ha…." Floating down below, Mysterio fell to his knee and then felt his power disappearing. All of the mystic might vanished, leaving his body. Turning the Arcane Mysterio back into regular old Mysterio with his old suit.

' _Man..that was tough. Still...I won.'_ It was a difficult battle, but Mysterio actually did it. He won. Then he heard the strange whirring sound, and looking up, he saw the dimensional portal ready to blow. "Oh come on!"

Checking, he saw Whitley was still down, and if he recalled, he had nothing to help stop this. In other words, he was toast. Bracing himself, Mysterio shut his eyes waiting for the worst when suddenly, the machine just stopped.

Curious, he looked back and opened his eyes, finding one Nick Fury right where the control panel was. "Well, that was to close for comfort."

"Fury." Looking at the small wall of webs, he saw that Nick's own was torn apart.

"Yeah. Can't believe I'm saying this, but your fighting against that monster actually gave me enough time to break free." It was tough, but Fury was able to snap out of the web's influence, freeing himself. After that, he just went to the dimensional portal and shut it off.

"I...see…" Mysterio then gazed around, seeing the wrecked room and the slowly waking agents. Then he checked himself and saw him back in his old suit with no gases or powered-up tech. "...I guess this is the part where you arrest me?"

Fury just gazed at the illusionist, then just sighed. "I would….but it would appear I still need to fix the portal before it causes anymore damage here."

Blinking, Mysterio then looked at the nearby exit. Then back at Fury.

"Yeah, it'll take some time fixing this" Fury said no longer looking at Mysterio. "Not to mention my agents are still out of it. No doubt they wouldn't be able to capture you, or those Grimm. Not to mention we have to send the kid back home."

"...Got it." Standing up, Mysterio went to where the two Grimm were, who were now back to normal alpha's. Kicking them a bit, they woke up groaning.

"Ughh, my head." Mike muttered, standing up while removing the remaining webs on him.

"Damn I feel awful." Marty also muttered, rubbing his skull. Blinking, he then saw Mysterio and noticed that the Wolf-Spider was now gone. "Hey, what's going on?"

"Nothing important." Mysterio said walking away. "We were just leaving, right?"

The two Beowolves just looked at each other, a bit confused. They weren't really sure what just happened, but just shrugged and decided to follow the human anyway. Not like they had anything better to do.

"Eh, come on Mike. May as well go." He said following Mysterio.

"Sure. Just wait up." Soon enough, the odd trio were gone with one leader of S.H.I.E.L.D. still rubbing his aching head.

"Huuuh. Hope that was the right thing to do." he quietly said. No doubt he would be hearing from Mysterio in the future, not to mention the strangeness on those talking Grimm. It would be a problem if more Grimm became like that.

Yet oddly enough, Nick saw what that man did. Help saved the day, whether he wanted to believe it or not. Battling that dimensional counterpart of Parker, and somehow winning. Even if some might have disagreed, Fury was one who paid his debts. Even if it was to a villain like Mysterio.

"Whatever." He muttered, now calculating the costs to fix the damage done to the Triskelion. Not to mention getting this kid back home. Not even sure how he would get him back without explaining this to the father.

Fury already knew that being the director of S.H.I.E.L.D. would be no fun.

* * *

Meanwhile, back in an unknown dimension, a entity wearing a brown trench coat was smiling along Frances. Both happy to see what had just occurred. Frances especially as she was jumping with joy celebrating her father's victory over that freak. She had been watching him all this time due to Mysterio's master intervention. Seeing all his struggling, victories, and perseverance in the face of stronger foes. Now, he had finally did the impossible and won.

Even the entity was pleased. Though it was more so for it's own purposes.

" _Hehehehehehe. This is better than I expected."_ The being then stared at the dark abyss it was in. Smiling. _"Well Ero, looks like you're not the only one with a capable partner."_

It would still take time, but it would one day be ready to face Ero. It might take time, a whole lot of it, but it could wait. After all, it had an eternity to do so.

* * *

 **So ends the final battle, with the epilogue coming up. Hopefully you all enjoyed this spin-off, I know I did.**

 **Next Chapter March 26th.**


	26. Epilogue

**Epilogue**

* * *

It was a sunny day in the City of New York. Some weeks had passed and everything was alright. Well, almost. There was that attack by some weird creature that stopped time, not to mention rumors about some group killing mutants. Still, like many, people continued on their own devices. Which included one man who was enjoying a nice stroll with his daughter.

"So, how are you feeling Frances?"

"Ugh. I told you before, I'm fine. If anybody should be asking this, it's me." It had been a good while since the events that nearly destroyed their world. As promised, Nick Fury didn't even go after him. Though Mysterio kept an eye out just in case.

He was pretty sure those S.H.I.E.L.D was keeping a eye on him considering what he did. Still, so long as he didn't mess up, staying as Quentin Beck, he was fine. Though he did take a good hit from something recent.

"I mean, you did get hit pretty hard by that truck." His daughter said, speaking truthfully. A few days ago, Beck had taken a wrong step on the street and was slammed pretty hard. Yet here he was, walking all normal. How?

"Hehehe. Well Frances, it's thanks to my aura." Yep. As the power gave him a pretty good defense. Here a regular man would have been hospitalized, he only needed a small day of rest. Though that didn't mean Frances still wasn't worried.

"I know you said that, but still. Last I heard, aura might protect you, but not to that extent."

"Well, it would appear my time using that Arcane Iso-8 increased my aura reserves a lot." It was a grand shame he lost all those powers. To be as strong as Doctor Strange himself. Beck had hoped some of the mystic power remained, but his master told him not a drip was left in him.

Luckily, he got a small gift in terms of his aura being increased thanks to the temporary magic powers. It wasn't real magic, but it would do.

"But doesn't it still hurt?" Frances then asked.

"...A little..." His averted eyes said otherwise. Beck then quickly changed the topic.

"Which reminds me," Beck said while looking at his daughter. "How are Mike and Marty doing? They left a while ago and I haven't seen them in a while."

Sadly for the two Beowolves, with the portal under S.H.I.E.L.D. protection, the duo were stuck on earth for the time being. Staying at Beck's home only coming out at night to...have fun. Just yesterday though, they left leaving a note. The four altered wisps were quite sad seeing them go, having gotten along with them. Said wisps that his daughter also adopted as her own pets.

"Oh right, them." Frances went into her pocket and dug out her phone. She was on it a while before showing her father a small video from youtube. "Check for yourself."

Raising a brow, Beck took the phone and pressed the play button. Seeing the most strangest thing he saw.

" _Alright Mike. Can you explain again what a person should do if they ever encounter a Grimm."_ Sitting on a chair was Marty, who was speaking to a standing mike with a white board. With notes that showed the various Grimm and their strengths and weaknesses.

" _Gladly Marty. Now kids, if you see a Beowolf, the first thing you want to do is stay calm. I no you've been told this, but it actually help. See-"_

Beck stopped the video, and looked at a very amused Frances. Who was unsuccessfully trying to hold back a laugh. "Frances….what is this?"

"Ph! Well, it seems your pals got themselves a job doing subscriptions on youtube. Quite successfully I may add. Last I checked, their video was more popular than that weird pink blob eating that chick." The thought of two Grimm making videos was frankly ridiculous. Then again, this was coming from a man who kept for altered wisps as pets and tried attacking the city.

"Okay. But how is nobody realizing their...you know?"

"People are pretty stupid." Frances bluntly said. "They just think Mike and Marty are wearing very realistic outfits. In fact, they actually made a appearance on the streets, and nobody batted an eye."

Frances had actually visited their little performance, and boy were they making a crowd. In fact, she was pretty sure she saw that silver eyed girl there actually cheering them on. If only she knew.

"I see." Beck had to admit, this was pretty weird, but he figured it was okay. His life had been pretty good till now. Even though he didn't beat the actual Spider-Man in his dimension, his master decided it was good enough, and released his daughter.

Leaving a short while after stating he had a meeting to go to. Something about gods recently dying, and gathering their essence for a project. It didn't sound good, but at least he wasn't involved.

"So, ready to get some ice cream?" Smiling, Beck just stared at his daughter and simply nodded. He was having a good time, having quality family time. He made interesting allies with the two Grimm, had plans for a new suit, and much more. His only regret being he lost his arc reactor and other fancy stuff. But hey, he could create something new.

"Come on Frances, let's have some fun."

"Sure dad."

The two then continued onward to their destination. That is until both then witnessed a bright light that seemed to envelop all. Witnessing this, the two covered their eyes on got down, the nearby people doing the same. As the wave of light hit them, Beck felt it. A change. He wasn't sure how, but his instincts told him something big was coming. It was right.

Once the light vanished, Beck opened his eyes and could only say one thing.

"No..." The park now looked like it had some crazy parts added to it. Some strange tracks all over it, a few dust crystals, and of course somehow Grimm.

"Dad!" Responding, the father quickly used his illusion powers with the emergency holo-orb he kept on him. Making duplicates of themselves and ran while the Grimm chased after the fakes. As they ran off, Beck could only look around and hear the many screams happening all around New York, if it was even called that anymore. Either way, it looks like Beck's adventures weren't done just yet.

"Looks like act 2 is happening." He whispered. Once he got Frances safe, Beck would don his Mysterio suit once more. Because it looked like only Mysterio could survive this event. Time to show the world who was boss.

* * *

 **And that's it folks. The first spin-off of the Heroes United Universe is over. Done.**

 **However I got permission recently to make a second sequel to it. Starting during the week after the three worlds merge. We see what the heroes do during this time, but what about Mysterio? What does he do when war happens? If you want to find out, then read the next sequel, United Heroes Universe-War File: Myterio. Coming soon.**

 **Next Story: April 10th.**


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